UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-08340 NAME OF REGISTRANT: Greater India Portfolio ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Two International Place Boston, MA 02110 NAME AND ADDRESS OF AGENT FOR SERVICE: Deidre E. Walsh, Esq. Two International Place Boston, MA 02110 REGISTRANT'S TELEPHONE NUMBER: 617-482-8260 DATE OF FISCAL YEAR END: 12/31 DATE OF REPORTING PERIOD: 07/01/2021 - 06/30/2022 Greater India Portfolio -------------------------------------------------------------------------------------------------------------------------- APL APOLLO TUBES LTD Agenda Number: 715040868 -------------------------------------------------------------------------------------------------------------------------- Security: Y0181Q148 Meeting Type: CRT Meeting Date: 08-Feb-2022 Ticker: ISIN: INE702C01027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND RELATED CIRCULARS AND NOTIFICATIONS THERETO AS APPLICABLE UNDER THE COMPANIES ACT, 2013 (INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT OR AMENDMENT THEREOF), SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SUBJECT TO THE RELEVANT PROVISIONS OF ANY OTHER APPLICABLE LAWS AND THE CLAUSES OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF APL APOLLO TUBES LIMITED AND SUBJECT TO THE APPROVAL BY THE REQUISITE MAJORITY OF THE CREDITORS OF APL APOLLO TUBES LIMITED, AND SUBSEQUENT APPROVAL OF THE NCLT AND SUBJECT TO SUCH OTHER CONSENTS, APPROVALS, PERMISSIONS AND SANCTIONS BEING OBTAINED FROM APPROPRIATE AUTHORITIES TO THE EXTENT APPLICABLE OR NECESSARY AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED OR IMPOSED BY NCLT OR BY ANY REGULATORY OR OTHER AUTHORITIES, WHILE GRANTING SUCH CONSENTS, APPROVALS, PERMISSIONS AND SANCTIONS, WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS "THE BOARD", WHICH TERM SHALL BE DEEMED TO MEAN AND INCLUDE ONE OR MORE COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY THE BOARD OR ANY PERSON(S) WHICH THE BOARD MAY NOMINATE TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION), APPROVAL OF THE EQUITY SHAREHOLDERS BE AND IS HEREBY ACCORDED TO THE SCHEME. RESOLVED FURTHER THAT RESTRUCTURING COMMITTEE AS CONSTITUTED BY THE BOARD OF THE AMALGAMATED COMPANY, BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS, AS IT MAY, IN ITS ABSOLUTE DISCRETION DEEM REQUISITE, DESIRABLE, APPROPRIATE OR NECESSARY TO GIVE EFFECT TO THIS RESOLUTION AND EFFECTIVELY IMPLEMENT THE ARRANGEMENTS EMBODIED IN THE SCHEME AND TO ACCEPT SUCH MODIFICATIONS, AMENDMENTS, LIMITATIONS AND/OR CONDITIONS, IF ANY, WHICH MAY BE REQUIRED AND/OR IMPOSED BY THE NCLT AND/OR ANY OTHER AUTHORITY(IES) WHILE SANCTIONING THE SCHEME OR BY ANY AUTHORITY(IES) UNDER LAW, OR AS MAY BE REQUIRED FOR THE PURPOSE OF RESOLVING ANY DOUBTS OR DIFFICULTIES THAT MAY ARISE INCLUDING PASSING OF SUCH ACCOUNTING ENTRIES AND/OR MAKING SUCH ADJUSTMENTS IN THE BOOKS OF ACCOUNTS AS CONSIDERED NECESSARY IN GIVING EFFECT TO THE SCHEME, AS THE RESTRUCTURING COMMITTEE MAY DEEM FIT AND PROPER WITHOUT BEING REQUIRED TO SEEK ANY FURTHER APPROVAL OF THE MEMBERS OR OTHERWISE TO THE END AND INTENT THAT THE MEMBERS SHALL BE DEEMED TO HAVE GIVEN THEIR APPROVAL THERETO EXPRESSLY BY THE AUTHORITY OF THIS RESOLUTION -------------------------------------------------------------------------------------------------------------------------- APOLLO HOSPITALS ENTERPRISE LTD Agenda Number: 714475123 -------------------------------------------------------------------------------------------------------------------------- Security: Y0187F138 Meeting Type: OTH Meeting Date: 14-Aug-2021 Ticker: ISIN: INE437A01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPROVAL TO TRANSFER THE UNDERTAKING OF THE Mgmt For For COMPANY ENGAGED IN THE BUSINESS OF: PROCUREMENT OF PHARMACEUTICALS AND OTHER WELLNESS PRODUCTS INCLUDING PRIVATE LABEL PRODUCTS AND WHOLESALING AND SUPPLY OF SUCH PRODUCTS TO PHARMACIES, INCLUDING ITS INVESTMENT IN PHARMACY RETAIL BUSINESS, DEVELOPMENT, OPERATION AND MANAGEMENT OF THE ONLINE PLATFORM FOR DIGITAL HEALTHCARE OWNED AND OPERATED BY THE COMPANY UNDER THE BRANDING OF "APOLLO 24/7", TO ITS WHOLLY OWNED SUBSIDIARY COMPANY , APOLLO HEALTHCO LIMITED, (WOS) 2 APPROVAL TO UNDERTAKE RELATED PARTY Mgmt For For TRANSACTION IN CONNECTION WITH THE TRANSFER OF THE UNDERTAKING OF THE COMPANY ENGAGED IN THE BUSINESS OF PROCUREMENT OF PHARMACEUTICAL AND OTHER WELLNESS PRODUCTS INCLUDING PRIVATE LABEL PRODUCTS AND WHOLESALING AND SUPPLY OF SUCH PRODUCTS TO PHARMACIES, INCLUDING ITS INVESTMENT IN PHARMACY RETAIL BUSINESS AND DEVELOPMENT, OPERATION AND MANAGEMENT OF THE ONLINE PLATFORM FOR DIGITAL HEALTHCARE OWNED AND OPERATED BY THE COMPANY UNDER THE BRANDING OF "APOLLO 24/7", TO ITS WHOLLY OWNED SUBSIDIARY COMPANY, APOLLO HEALTHCO LIMITED (WOS) -------------------------------------------------------------------------------------------------------------------------- APOLLO HOSPITALS ENTERPRISE LTD Agenda Number: 714536868 -------------------------------------------------------------------------------------------------------------------------- Security: Y0187F138 Meeting Type: AGM Meeting Date: 31-Aug-2021 Ticker: ISIN: INE437A01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.I ADOPTION OF FINANCIAL STATEMENTS: THE Mgmt For For AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2021, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 1.II ADOPTION OF FINANCIAL STATEMENTS: THE Mgmt For For AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2021, TOGETHER WITH THE REPORT OF THE AUDITORS THEREON. AND IN THIS REGARD, PASS THE FOLLOWING RESOLUTIONS AS ORDINARY RESOLUTIONS: (I) "RESOLVED THAT THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON LAID BEFORE THIS MEETING, BE AND ARE HEREBY CONSIDERED AND ADOPTED." (II) "RESOLVED THAT THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND THE REPORT OF THE AUDITORS THEREON LAID BEFORE THIS MEETING, BE AND ARE HEREBY CONSIDERED AND ADOPTED." 2 DECLARATION OF DIVIDEND: TO DECLARE A Mgmt For For DIVIDEND ON EQUITY SHARES FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND IN THIS REGARD, PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION. "RESOLVED THAT A DIVIDEND AT THE RATE OF INR 3/- PER EQUITY SHARE (60%) OF FACE VALUE OF INR 5/- EACH FULLY PAID-UP OF THE COMPANY BE AND IS HEREBY DECLARED FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND THE SAME BE PAID AS RECOMMENDED BY THE BOARD OF DIRECTORS OF THE COMPANY, OUT OF THE PROFITS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021." 3 APPOINTMENT OF RETIRING DIRECTOR: TO Mgmt For For APPOINT A DIRECTOR IN PLACE OF SMT. PREETHA REDDY (DIN 00001871), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HERSELF FOR RE- APPOINTMENT AND IN THIS REGARD, PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION. "RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 152 OF THE COMPANIES ACT, 2013, SMT. PREETHA REDDY (DIN 00001871), WHO RETIRES BY ROTATION AT THIS MEETING BE AND IS HEREBY APPOINTED AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION." 4 APPOINTMENT OF SHRI. SOM MITTAL (HOLDING Mgmt For For DIN: 00074842) AS AN INDEPENDENT DIRECTOR 5 OFFER OR INVITATION TO SUBSCRIBE TO Mgmt For For NON-CONVERTIBLE DEBENTURES ON A PRIVATE PLACEMENT BASIS 6 TO RATIFY THE REMUNERATION OF THE COST Mgmt For For AUDITOR FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022: TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION. "RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 148 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, READ WITH THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), M/S. A.N. RAMAN & ASSOCIATES, COST ACCOUNTANTS, CHENNAI (FRN 102111), THE COST AUDITOR APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY TO CONDUCT THE AUDIT OF THE COST RECORDS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022, BE PAID A REMUNERATION OF INR 1.50 MILLION, PLUS STATUTORY LEVIES AS APPLICABLE, EXCLUDING OUT OF POCKET EXPENSES." "RESOLVED FURTHER THAT THE BOARD OF DIRECTORS OF THE COMPANY BE AND ARE HEREBY AUTHORIZED TO DO ALL ACTS AND TAKE ALL SUCH STEPS AS MAY BE NECESSARY, PROPER OR EXPEDIENT TO GIVE EFFECT TO THIS RESOLUTION" -------------------------------------------------------------------------------------------------------------------------- APOLLO HOSPITALS ENTERPRISE LTD Agenda Number: 714921790 -------------------------------------------------------------------------------------------------------------------------- Security: Y0187F138 Meeting Type: OTH Meeting Date: 20-Dec-2021 Ticker: ISIN: INE437A01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MS. RAMA BIJAPURKAR AS AN Mgmt For For INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- ATUL LTD Agenda Number: 714446158 -------------------------------------------------------------------------------------------------------------------------- Security: Y0450Y111 Meeting Type: AGM Meeting Date: 30-Jul-2021 Ticker: ISIN: INE100A01010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT: I) THE Mgmt For For AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021, AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON AND II) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021, AND THE REPORT OF THE AUDITORS THEREON 2 TO DECLARE DIVIDEND ON EQUITY SHARES Mgmt For For 3 TO APPOINT A DIRECTOR IN PLACE OF MR B N Mgmt Against Against MOHANAN (DIRECTOR IDENTIFICATION NUMBER: 00198716) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR REAPPOINTMENT 4 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For OF SECTIONS 196, 197 AND 203 READ WITH SCHEDULE V OF THE COMPANIES ACT, 2013 AND ANY OTHER APPLICABLE PROVISIONS FOR THE TIME BEING IN FORCE (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF), APPROVAL BE AND IS HEREBY ACCORDED TO THE REAPPOINTMENT OF MR S A LALBHAI (DIRECTOR IDENTIFICATION NUMBER: 00009278) AS A MANAGING DIRECTOR OF THE COMPANY, AND HIS RECEIVING OF REMUNERATION, INCLUDING MINIMUM REMUNERATION FOR A PERIOD OF FIVE YEARS EFFECTIVE DECEMBER 15, 2021, AS PER THE DRAFT AGREEMENT SUBMITTED TO THIS MEETING AND FOR IDENTIFICATION INITIALLED BY THE CHAIRMAN. RESOLVED FURTHER THAT THE BOARD OF DIRECTORS (BOARD) BE AND IS HEREBY AUTHORISED TO ALTER AND VARY ANY OR ALL OF THE TERMS AND CONDITIONS AND THE DRAFT OF AGREEMENT AS APPROVED VIDE THIS RESOLUTION AS MAY BE DEEMED FIT FROM TIME TO TIME, WHICH MAY HAVE THE EFFECT OF INCREASING THE REMUNERATION AND FOR CONSIDERING MODIFICATIONS, IF ANY, BY THE CENTRAL GOVERNMENT IN REGARD TO THE POLICY | GUIDELINES PERTAINING TO MANAGERIAL REMUNERATION AND FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION, THE BOARD BE AND IS HEREBY AUTHORISED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM EXPEDIENT, NECESSARY, PROPER OR IN THE BEST INTEREST OF THE COMPANY." 5 "RESOLVED THAT PURSUANT TO SECTION 148(3) Mgmt For For OF THE COMPANIES ACT, 2013 AND THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014, THE REMUNERATION OF INR 3.10 LAKHS PLUS TAXES AS APPLICABLE AND REIMBURSEMENT OF ACTUAL TRAVEL AND OUT-OF-POCKET EXPENSES FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022, AS RECOMMENDED BY THE AUDIT COMMITTEE AND APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY, TO BE PAID TO R NANABHOY & CO, COST ACCOUNTANTS, (FIRM REGISTRATION NUMBER: 000010) FOR CONDUCTING COST AUDIT OF THE APPLICABLE PRODUCTS IN THE CATEGORY OF BULK DRUGS, CHEMICALS, INSECTICIDES, INORGANIC CHEMICALS, ORGANIC CHEMICALS AND THEIR DERIVATIVES AND POLYMERS BE AND IS HEREBY RATIFIED AND CONFIRMED." -------------------------------------------------------------------------------------------------------------------------- AVENUE SUPERMARTS LTD Agenda Number: 714496418 -------------------------------------------------------------------------------------------------------------------------- Security: Y04895101 Meeting Type: AGM Meeting Date: 17-Aug-2021 Ticker: ISIN: INE192R01011 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF ACCOUNTS: A) TO RECEIVE, Mgmt For For CONSIDER AND ADOPT THE STANDALONE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON; B) TO RECEIVE, CONSIDER AND ADOPT THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 TOGETHER WITH THE REPORTS OF AUDITORS THEREON 2 RETIREMENT BY ROTATION: TO APPOINT A Mgmt Against Against DIRECTOR IN PLACE OF MR. ELVIN MACHADO (DIN: 07206710), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 3 COMMISSION TO INDEPENDENT DIRECTORS OF THE Mgmt For For COMPANY -------------------------------------------------------------------------------------------------------------------------- AXIS BANK LTD Agenda Number: 714446324 -------------------------------------------------------------------------------------------------------------------------- Security: Y0487S137 Meeting Type: AGM Meeting Date: 30-Jul-2021 Ticker: ISIN: INE238A01034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT: A) THE Mgmt For For AUDITED STANDALONE FINANCIAL STATEMENTS OF THE BANK, FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2021 AND THE REPORTS OF THE DIRECTORS' AND THE AUDITORS' THEREON; AND B) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK, FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2021 AND THE REPORT OF THE AUDITORS' THEREON 2 TO APPOINT A DIRECTOR IN PLACE OF SHRI Mgmt For For RAJIV ANAND (DIN 02541753), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, HAS OFFERED HIMSELF FOR RE-APPOINTMENT 3 TO APPOINT M/S M P CHITALE & CO., CHARTERED Mgmt For For ACCOUNTANTS, MUMBAI (FIRM REGISTRATION NO. 101851W), AS ONE OF THE JOINT STATUTORY AUDITORS OF THE BANK AND TO CONSIDER, AND IN THIS CONNECTION, IF THOUGHT FIT, TO PASS, THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: "RESOLVED THAT PURSUANT TO THE RELEVANT PROVISIONS OF SECTION 139 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, AND THE RELEVANT RULES MADE THEREUNDER (THE "ACT"), SECTION 30 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949, AND THE GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE "RBI"), IN THIS REGARD, FROM TIME TO TIME, AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE), APPROVAL OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO THE APPOINTMENT OF M/S M P CHITALE & CO., CHARTERED ACCOUNTANTS, MUMBAI, HAVING FIRM REGISTRATION NUMBER 101851W, ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA, AS ONE OF THE JOINT STATUTORY AUDITORS OF THE BANK, AND TO HOLD OFFICE AS SUCH FROM THE CONCLUSION OF THE TWENTY SEVENTH ANNUAL GENERAL MEETING UNTIL THE CONCLUSION OF THE THIRTIETH ANNUAL GENERAL MEETING, AND ON SUCH TERMS AND CONDITIONS, INCLUDING REMUNERATION, AS MAY BE APPROVED BY THE AUDIT COMMITTEE OF THE BOARD OF THE BANK, SUBJECT TO THE APPROVAL OF THE RBI EVERY YEAR." 4 TO APPOINT M/S C N K & ASSOCIATES LLP, Mgmt For For CHARTERED ACCOUNTANTS, MUMBAI (FIRM REGISTRATION NO. 101961W/ W100036), AS ONE OF THE JOINT STATUTORY AUDITORS OF THE BANK AND TO CONSIDER, AND IN THIS CONNECTION, AND IF THOUGHT FIT, TO PASS, THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: "RESOLVED THAT PURSUANT TO THE RELEVANT PROVISIONS OF SECTION 139 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, AND THE RELEVANT RULES MADE THEREUNDER (THE "ACT"), SECTION 30 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949, AND THE GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE "RBI"), IN THIS REGARD, FROM TIME TO TIME, AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE), APPROVAL OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO THE APPOINTMENT OF M/S C N K & ASSOCIATES LLP, CHARTERED ACCOUNTANTS, MUMBAI, HAVING FIRM REGISTRATION NUMBER 101961W/ W100036, ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA, AS ONE OF THE JOINT STATUTORY AUDITORS OF THE BANK, AND TO HOLD OFFICE AS SUCH FROM THE CONCLUSION OF THE TWENTY SEVENTH ANNUAL GENERAL MEETING UNTIL THE CONCLUSION OF THE THIRTIETH ANNUAL GENERAL MEETING, AND ON SUCH TERMS AND CONDITIONS, INCLUDING REMUNERATION, AS MAY BE APPROVED BY THE AUDIT COMMITTEE OF THE BOARD OF THE BANK, SUBJECT TO THE APPROVAL OF THE RBI EVERY YEAR." 5 "RESOLVED THAT PURSUANT TO THE RELEVANT Mgmt For For PROVISIONS OF SECTION 152 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE "ACT"), THE APPLICABLE PROVISIONS, IF ANY, OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (THE "SEBI LISTING REGULATIONS"), SECTION 10A (2A) AND ALL OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949, AS AMENDED AND THE GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE "RBI"), IN THIS REGARD, FROM TIME TO TIME, AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE) AND THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF AXIS BANK LIMITED (THE "BANK") AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE BANK, APPROVAL OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO THE APPOINTMENT OF SMT. VASANTHA GOVINDAN (DIN 02230959), WHO WAS APPOINTED AS AN ADDITIONAL NON-EXECUTIVE (NOMINEE) DIRECTOR OF THE BANK, PURSUANT TO THE NOMINATION RECEIVED FROM THE SPECIFIED UNDERTAKING OF UNIT TRUST OF INDIA ("SUUTI"), PROMOTER OF THE BANK, IN TERMS OF ARTICLE 90 (1)(C) OF THE ARTICLES OF ASSOCIATION OF THE BANK, WITH EFFECT FROM 27 JANUARY, 2021 AND WHO HOLDS OFFICE AS SUCH UP TO THE DATE OF THIS ANNUAL GENERAL MEETING, AS THE NON-EXECUTIVE (NOMINEE) DIRECTOR OF THE BANK AND THAT DURING HER TENURE AS THE NON-EXECUTIVE (NOMINEE) DIRECTOR OF THE BANK, SMT. VASANTHA GOVINDAN SHALL BE LIABLE TO RETIRE BY ROTATION, IN TERMS OF SECTION 152 OF THE ACT." "RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS DEEMED NECESSARY, TO FILE REQUISITE FORMS OR APPLICATIONS WITH STATUTORY/REGULATORY AUTHORITIES, WITH POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN THIS REGARD, AS HE/ SHE MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE TO GIVE EFFECT TO THIS RESOLUTION." 6 "RESOLVED THAT PURSUANT TO THE RELEVANT Mgmt For For PROVISIONS OF SECTIONS 149, 152, SCHEDULE IV AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE "ACT"), REGULATION 17 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (THE "SEBI LISTING REGULATIONS"), SECTION 10A (2A) AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949, AND THE GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE "RBI"), FROM TIME TO TIME AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THERETO, FOR THE TIME BEING IN FORCE), THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF AXIS BANK LIMITED (THE "BANK") AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE BANK, PROF. S. MAHENDRA DEV (DIN 06519869), WHO WAS APPOINTED AS AN ADDITIONAL INDEPENDENT DIRECTOR OF THE BANK, WITH EFFECT FROM 14 JUNE, 2021 AND WHO HOLDS OFFICE AS SUCH UPTO THE DATE OF THE ENSUING ANNUAL GENERAL MEETING, BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE BANK, FOR A PERIOD OF FOUR (4) YEARS, WITH EFFECT FROM 14 JUNE, 2021 UP TO 13 JUNE, 2025 (BOTH DAYS INCLUSIVE), AND THAT DURING HIS TENURE AS AN INDEPENDENT DIRECTOR OF THE BANK, PROF. S. MAHENDRA DEV SHALL NOT BE LIABLE TO RETIRE BY ROTATION, IN TERMS OF SECTION 149(13) OF THE ACT." "RESOLVED FURTHER THAT THE DIRECTORS/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS DEEMED NECESSARY, FILE REQUISITE FORMS OR APPLICATIONS WITH THE STATUTORY/REGULATORY AUTHORITIES, WITH THE POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE, IN THIS REGARD, AS HE/SHE MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE TO GIVE EFFECT TO THIS RESOLUTION." 7 RESOLVED THAT PURSUANT TO THE RELEVANT Mgmt For For PROVISIONS OF SECTION 35B AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949, AS AMENDED, AND THE GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE RBI), IN THIS REGARD, FROM TIME TO TIME, THE APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT) AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE) AND THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF AXIS BANK LIMITED (THE BANK), AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE BANK, APPROVAL OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO THE REVISION IN THE REMUNERATION PAYABLE TO SHRI RAKESH MAKHIJA (DIN 00117692), AS THE NON-EXECUTIVE (PART-TIME) CHAIRMAN OF THE BANK, WITH EFFECT FROM 18 JULY, 2021, DETAILED AS UNDER, SUBJECT TO THE APPROVAL OF THE RBI: (AS SPECIFIED). RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS DEEMED NECESSARY, FILE REQUISITE FORMS OR APPLICATIONS WITH STATUTORY/REGULATORY AUTHORITIES, WITH THE POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE, IN THIS REGARD, AS HE/SHE MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE TO GIVE EFFECT TO THIS RESOLUTION 8 RESOLVED THAT PURSUANT TO THE RELEVANT Mgmt For For PROVISIONS OF SECTION 35B AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949, AS AMENDED, AND THE RULES, GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE RBI), IN THIS REGARD, FROM TIME TO TIME, THE APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT) AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE) AND THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF AXIS BANK LIMITED (THE BANK), AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE BANK, APPROVAL OF THE MEMBERS OF THE BANK, BE AND IS HEREBY ACCORDED TO THE REVISION IN REMUNERATION BY WAY OF SALARY, ALLOWANCES AND PERQUISITES PAYABLE TO SHRI AMITABH CHAUDHRY (DIN 00531120), AS THE MANAGING DIRECTOR & CEO OF THE BANK, WITH EFFECT FROM 1 APRIL, 2021, DETAILED AS UNDER, SUBJECT TO THE APPROVAL OF THE RBI: (AS SPECIFIED). RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS DEEMED NECESSARY, FILE REQUISITE FORMS OR APPLICATIONS WITH STATUTORY/REGULATORY AUTHORITIES, WITH THE POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE, IN THIS REGARD, AS HE/SHE MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE TO GIVE EFFECT TO THIS RESOLUTION 9 RESOLVED THAT PURSUANT TO THE RELEVANT Mgmt For For PROVISIONS OF SECTION 196 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT), SECTION 35B AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949, AS AMENDED, AND THE GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE RBI), IN THIS REGARD, FROM TIME TO TIME AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE) AND THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF AXIS BANK LIMITED (THE BANK) AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE BANK, APPROVAL OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO THE RE-APPOINTMENT OF SHRI AMITABH CHAUDHRY (DIN 00531120), AS THE MANAGING DIRECTOR & CEO OF THE BANK, FOR A PERIOD OF 3 YEARS, WITH EFFECT FROM 1 JANUARY, 2022 UP TO 31 DECEMBER, 2024 (BOTH DAYS INCLUSIVE), SUBJECT TO THE APPROVAL OF THE RBI AND THAT SHRI AMITABH CHAUDHRY SHALL NOT BE LIABLE TO RETIRE BY ROTATION, DURING THE SAID PERIOD, IN TERMS OF THE PROVISIONS OF SECTION 152 OF THE ACT AND ARTICLE 90(1)(B) OF THE ARTICLES OF ASSOCIATION OF THE BANK. RESOLVED FURTHER THAT PURSUANT TO THE RELEVANT PROVISIONS OF SECTION 35B AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949, AS AMENDED, AND THE GUIDELINES AND CIRCULARS ISSUED BY THE RBI, FROM TIME TO TIME, THE APPLICABLE PROVISIONS, IF ANY, OF THE ACT AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THERETO, FOR THE TIME BEING IN FORCE) AND THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE BANK AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE BANK, APPROVAL OF THE MEMBERS OF THE BANK, BE AND IS HEREBY ACCORDED TO THE PAYMENT OF REMUNERATION BY WAY OF SALARY, ALLOWANCES AND PERQUISITES TO SHRI AMITABH CHAUDHRY (DIN 00531120), AS THE MANAGING DIRECTOR & CEO OF THE BANK, WITH EFFECT FROM 1 JANUARY, 2022, SUBJECT TO THE APPROVAL OF THE RBI, DETAILED AS UNDER: (AS SPECIFIED). RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS DEEMED NECESSARY, FILE REQUISITE FORMS OR APPLICATIONS WITH STATUTORY/REGULATORY AUTHORITIES, WITH THE POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE, IN THIS REGARD, AS HE/SHE MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE TO GIVE EFFECT TO THIS RESOLUTION 10 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTION 35B AND OTHER RELEVANT PROVISIONS OF THE BANKING REGULATION ACT, 1949, AS AMENDED AND THE GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (RBI) IN THIS REGARD, FROM TIME TO TIME, THE APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT), AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THERETO, FOR THE TIME BEING IN FORCE), THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF AXIS BANK LIMITED (THE BANK) AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE BANK, APPROVAL OF THE MEMBERS OF THE BANK, BE AND IS HEREBY ACCORDED TO THE REVISION IN REMUNERATION BY WAY OF SALARY, ALLOWANCES AND PERQUISITES PAYABLE TO SHRI RAJIV ANAND (DIN 02541753), AS THE EXECUTIVE DIRECTOR (WHOLESALE BANKING) OF THE BANK, WITH EFFECT FROM 1 APRIL, 2021, DETAILED AS UNDER, SUBJECT TO THE APPROVAL OF THE RBI: (AS SPECIFIED). RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS DEEMED NECESSARY, FILE REQUISITE FORMS OR APPLICATIONS WITH STATUTORY/REGULATORY AUTHORITIES, WITH THE POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE, IN THIS REGARD, AS HE/SHE MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE TO GIVE EFFECT TO THIS RESOLUTION 11 RESOLVED THAT PURSUANT TO THE RELEVANT Mgmt For For PROVISIONS OF THE SECTION 35B AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949, AS AMENDED, AND THE GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE RBI), IN THIS REGARD, FROM TIME TO TIME, THE APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT) AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THERETO, FOR THE TIME BEING IN FORCE), THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF AXIS BANK LIMITED (THE BANK) AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE BANK, APPROVAL OF THE MEMBERS OF THE BANK, BE AND IS HEREBY ACCORDED TO THE REVISION IN REMUNERATION BY WAY OF SALARY, ALLOWANCES AND PERQUISITES PAYABLE TO SHRI RAJESH DAHIYA (DIN 07508488), AS THE EXECUTIVE DIRECTOR (CORPORATE CENTRE) OF THE BANK, WITH EFFECT FROM 1 APRIL, 2021, DETAILED AS UNDER, SUBJECT TO THE APPROVAL OF THE RBI: (AS SPECIFIED). RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS DEEMED NECESSARY, FILE REQUISITE FORMS OR APPLICATIONS WITH STATUTORY/REGULATORY AUTHORITIES, WITH THE POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE, IN THIS REGARD, AS HE/SHE MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE TO GIVE EFFECT TO THIS RESOLUTION 12 RESOLVED THAT IN SUPERSESSION OF THE Mgmt For For EARLIER RESOLUTION PASSED BY THE MEMBERS OF AXIS BANK LIMITED (THE BANK) AT THE 25TH ANNUAL GENERAL MEETING HELD ON 20 JULY, 2019 APPROVING THE PAYMENT OF PROFIT RELATED COMMISSION TO THE NONEXECUTIVE DIRECTORS [EXCLUDING THE NON-EXECUTIVE (PART-TIME) CHAIRPERSON] OF THE BANK AND PURSUANT TO THE RELEVANT PROVISIONS OF SECTIONS 197 AND 198 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT), THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (THE SEBI LISTING REGULATIONS), THE CIRCULAR ISSUED BY THE RESERVE BANK OF INDIA (THE RBI) HAVING REFERENCE NO. RBI/2021-22/24 DOR.GOV.REC.8/29.67.001/2021-22 DATED 26 APRIL, 2021 ON CORPORATE GOVERNANCE IN BANKS - APPOINTMENT OF DIRECTORS AND CONSTITUTION OF COMMITTEES OF THE BOARD, THE APPLICABLE PROVISIONS, IF ANY, OF THE BANKING REGULATION ACT, 1949, AS AMENDED, AND THE CIRCULARS AND GUIDELINES ISSUED BY THE RBI, IN THIS REGARD, FROM TIME TO TIME, ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THERETO, FOR THE TIME BEING IN FORCE) AND THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE BANK, THE CONSENT OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO THE PAYMENT OF COMPENSATION TO EACH NON-EXECUTIVE DIRECTOR [EXCLUDING THE NON-EXECUTIVE (PART-TIME) CHAIRPERSON] OF THE BANK, BY WAY OF FIXED REMUNERATION NOT EXCEEDING INR 20 LACS PER ANNUM, FOR A PERIOD OF FIVE (5) YEARS, WITH EFFECT FROM 1 APRIL, 2021, AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS (THE BOARD) OF AXIS BANK LIMITED (THE BANK), FROM TIME TO TIME AND THAT THE SAME SHALL BE IN ADDITION TO THE SITTING FEES PAYABLE TO THEM FOR ATTENDING THE MEETINGS OF THE BOARD OR COMMITTEE(S) THEREOF, AS MAY BE DETERMINED BY THE BOARD, FROM TIME TO TIME. RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS DEEMED NECESSARY, FILE REQUISITE FORMS OR APPLICATIONS WITH STATUTORY/REGULATORY AUTHORITIES, WITH THE POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE, IN THIS REGARD, AS HE/SHE MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE TO GIVE EFFECT TO THIS RESOLUTION 13 RESOLVED THAT PURSUANT TO THE RELEVANT Mgmt For For PROVISIONS OF SECTION 42 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT), THE RELEVANT PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED, (THE SEBI ILDS REGULATIONS), THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED, (THE SEBI LISTING REGULATIONS), THE APPLICABLE PROVISIONS OF THE BANKING REGULATION ACT, 1949, AS AMENDED, AND THE RULES, REGULATIONS, GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (RBI) AND/OR THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE SEBI), IN THIS REGARD, FROM TIME TO TIME, AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THERETO, FOR THE TIME BEING IN FORCE) AND THE RELEVANT PROVISIONS OF THE MEMORANDUM OF ASSOCIATION AND THE ARTICLES OF ASSOCIATION OF AXIS BANK LIMITED (THE BANK) AND SUBJECT TO RECEIPT OF SUCH APPROVAL(S), CONSENT(S), PERMISSION(S) AND SANCTION(S) AS MAY BE NECESSARY FROM THE CONCERNED STATUTORY OR REGULATORY AUTHORITY(IES), APPROVAL OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED FOR BORROWING/RAISING OF FUNDS DENOMINATED IN INDIAN RUPEES OR ANY OTHER PERMITTED FOREIGN CURRENCY, BY ISSUE OF DEBT SECURITIES INCLUDING, BUT NOT LIMITED TO, LONG TERM BONDS, GREEN BONDS, MASALA BONDS, OPTIONALLY/COMPULSORILY CONVERTIBLE DEBENTURES, NON-CONVERTIBLE DEBENTURES, PERPETUAL DEBT INSTRUMENTS, AT 1 BONDS, INFRASTRUCTURE BONDS AND TIER II CAPITAL BONDS OR SUCH OTHER DEBT SECURITIES AS MAY BE PERMITTED UNDER THE RBI GUIDELINES, FROM TIME TO TIME, ON A PRIVATE PLACEMENT BASIS AND/OR FOR MAKING OFFERS AND/OR INVITATIONS THEREOF, AND/OR ISSUE(S)/ISSUANCES THEREOF, ON A PRIVATE PLACEMENT BASIS, FOR A PERIOD OF ONE (1) YEAR FROM THE DATE HEREOF, IN ONE (1) OR MORE TRANCHES AND/OR SERIES AND/ OR UNDER ONE (1) OR MORE SHELF DISCLOSURE DOCUMENTS AND/ OR ONE (1) OR MORE LETTERS OF OFFER, AND ON SUCH TERMS AND CONDITIONS FOR EACH SERIES/TRANCHES, INCLUDING THE PRICE, COUPON, PREMIUM, DISCOUNT, TENOR ETC. AS DEEMED FIT BY THE BOARD OF DIRECTORS OF THE BANK (HEREINAFTER REFERRED TO AS THE BOARD, WHICH TERM SHALL BE DEEMED TO INCLUDE ANY COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY THE BOARD TO EXERCISE ITS POWERS, INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION), AS PER THE STRUCTURE AND WITHIN THE LIMITS PERMITTED BY THE RBI, UPTO AN AMOUNT OF INR 35,000 CRORES (RUPEES THIRTY FIVE THOUSAND CRORES ONLY) IN DOMESTIC AND/OR OVERSEAS MARKETS WITHIN THE OVERALL BORROWING LIMITS OF THE BANK. RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS DEEMED NECESSARY, FILE REQUISITE FORMS OR APPLICATIONS WITH STATUTORY/REGULATORY AUTHORITIES, WITH THE POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE, IN THIS REGARD, AS HE/SHE MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE TO GIVE EFFECT TO THIS RESOLUTION 14 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTION 62 (1)(B) AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT), THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014, AS AMENDED, (THE SEBI (SBEB) REGULATIONS, 2014), THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED, (THE SEBI LISTING REGULATIONS), THE PROVISIONS OF THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999, AS AMENDED, (THE FEMA) AND THE RULES, REGULATIONS, GUIDELINES AND CIRCULARS ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE SEBI) AND/OR BY RESERVE BANK OF INDIA (THE RBI), FROM TIME TO TIME AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THERETO, FOR THE TIME BEING IN FORCE), THE PROVISIONS OF THE MEMORANDUM OF ASSOCIATION AND THE ARTICLES OF ASSOCIATION OF AXIS BANK LIMITED (THE BANK), AND SUBJECT TO SUCH OTHER APPROVAL(S), CONSENT(S), PERMISSION(S) AND/OR SANCTION(S), IF ANY, AS MAY BE NECESSARY FROM THE CONCERNED STATUTORY/REGULATORY AUTHORITIES AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED, STIPULATED OR IMPOSED BY ANY OF THE SAID STATUTORY/REGULATORY AUTHORITIES WHILE GRANTING ANY SUCH APPROVAL(S), CONSENT(S), PERMISSION(S), AND/OR SANCTION(S), WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS OF THE BANK (THE BOARD, WHICH TERM SHALL BE DEEMED TO INCLUDE THE NOMINATION AND REMUNERATION COMMITTEE OF DIRECTORS CONSTITUTED BY THE BOARD, TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED UNDER THIS RESOLUTION) (THE COMMITTEE), CONSENT OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO THE BOARD TO CREATE, ISSUE, OFFER AND ALLOT ADDITIONAL EQUITY STOCK OPTIONS CONVERTIBLE INTO EQUITY SHARES OF THE AGGREGATE NOMINAL FACE VALUE NOT EXCEEDING INR 10,00,00,000 (5,00,00,000 EQUITY SHARES OF INR 2/- EACH OF THE BANK FULLY PAID UP) (OR SUCH ADJUSTED NUMBERS FOR ANY BONUS, STOCK SPLITS OR CONSOLIDATION OR OTHER RE-ORGANIZATION OF CAPITAL STRUCTURE OF THE BANK, AS MAY BE APPLICABLE, FROM TIME TO TIME) IN ADDITION TO THE APPROVALS ALREADY GRANTED BY MEMBERS OF THE BANK AT THEIR EXTRAORDINARY GENERAL MEETING HELD ON 24 FEBRUARY, 2001, AT THEIR ANNUAL GENERAL MEETINGS HELD ON 18 JUNE, 2004, 2 JUNE, 2006, 6 JUNE, 2008, 8 JUNE, 2010 AND 19 JULY, 2013, AND BY WAY OF POSTAL BALLOT ON 17 JANUARY, 2019 RESPECTIVELY, TO THE PERMANENT EMPLOYEES AND WHOLE-TIME DIRECTORS OF THE BANK, WHETHER IN INDIA OR ABROAD, (INCLUDING TO THE PERMANENT EMPLOYEES AND WHOLE-TIME DIRECTORS OF THE SUBSIDIARY COMPANIES OF THE BANK, AS DEFINED UNDER THE RELEVANT PROVISIONS OF THE SEBI (SBEB) REGULATIONS, 2014, IN TERMS OF THE RESOLUTION PROPOSED UNDER ITEM NO. 15 OF THIS NOTICE), UNDER THE EMPLOYEE STOCK OPTION SCHEME(S) [ESOS(S)], FORMULATED AS PER THE TERMS AND CONDITIONS AS SET OUT IN THE EXPLANATORY STATEMENT TO THIS RESOLUTION AND ON SUCH OTHER TERMS AND CONDITIONS AND IN SUCH TRANCHE(S) AS MAY BE DECIDED BY THE COMMITTEE, AT ITS SOLE AND ABSOLUTE DISCRETION. RESOLVED FURTHER THAT THE CONSENT OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO THE COMMITTEE TO GRANT UNDER THE SAID ESOS(S), THE STOCK OPTIONS, IF ANY, LAPSED OR THAT MAY LAPSE UNDER THE EARLIER ESOS(S) AS MAY BE DECIDED BY THE COMMITTEE, AT ITS SOLE AND ABSOLUTE DISCRETION. RESOLVED FURTHER THAT WITHOUT PREJUDICE TO THE GENERALITY OF THE ABOVE, BUT SUBJECT TO THE TERMS AND CONDITIONS AS APPROVED BY THE MEMBERS OF THE BANK, THE COMMITTEE IS AUTHORISED TO IMPLEMENT THE ESOS(S) (WITH OR WITHOUT ANY AMENDMENT(S), MODIFICATION(S) AND VARIATION(S) THERETO) IN ONE OR MORE TRANCHE(S) AND IN SUCH MANNER AS THE COMMITTEE MAY DEEM APPROPRIATE IN ACCORDANCE WITH THE APPLICABLE LAWS. RESOLVED FURTHER THAT WITHOUT PREJUDICE TO THE GENERALITY OF THE ABOVE, BUT SUBJECT TO THE TERMS AND CONDITIONS AS MENTIONED IN THE EXPLANATORY STATEMENT TO THIS RESOLUTION, WHICH ARE HEREBY APPROVED BY THE MEMBERS, OR ANY AMENDMENT(S) OR MODIFICATION(S) OR VARIATION(S) THERETO, THE COMMITTEE BE AND IS HEREBY AUTHORIZED TO, IN ACCORDANCE WITH APPLICABLE LAWS, MAKE SUCH AMENDMENT(S) OR MODIFICATION(S) OR VARIATION(S) TO THE TERMS AND CONDITIONS OF ESOS(S), FINALIZE THE ESOS DETAILING THEREIN ALL THE TERMS AND CONDITIONS RELATING TO THE GRANT OF STOCK OPTIONS (INCLUDING TERMS RELATING TO THE ELIGIBILITY CRITERIA FOR SUCH GRANT UNDER THE ESOS(S), FROM TIME TO TIME, TO GRANT TO THE ELIGIBLE EMPLOYEES (AS DEFINED UNDER THE SEBI (SBEB) REGULATIONS, 2014)/ WHOLE-TIME DIRECTORS OF THE BANK, STOCK OPTIONS UNDER THE ESOS(S), FROM TIME TO TIME, IN TERMS OF THIS RESOLUTION OR ANY AMENDMENT(S) OR MODIFICATION(S) OR VARIATION(S) THERETO, AT SUCH TIME OR TIMES AS MAY BE DECIDED BY THE COMMITTEE, AT ITS SOLE AND ABSOLUTE DISCRETION, AND THAT THE COMMITTEE BE AND IS ALSO AUTHORIZED TO DETERMINE AT ITS SOLE AND ABSOLUTE DISCRETION, AS TO WHEN THE STOCK OPTIONS ARE TO BE GRANTED, THE NUMBER OF STOCK OPTIONS TO BE GRANTED IN EACH TRANCHE, INCLUDING THE TERMS THERETO OR COMBINATION OF TERMS SUBJECT TO WHICH THE EQUITY SHARES OF THE BANK ARE TO BE ISSUED AT VARIOUS POINTS OF TIME, THE CONDITIONS UNDER WHICH THE STOCK OPTIONS VESTED IN EMPLOYEES WOULD LAPSE, THE TERMS RELATING TO SPECIFIED TIME WITHIN WHICH THE EMPLOYEES SHOULD EXERCISE HIS STOCK OPTIONS IN THE EVENT OF HIS TERMINATION OR RESIGNATION, TERMS RELATING TO DIVIDEND ON EQUITY SHARES SO ISSUED, TERMS RELATING TO THE MANNER IN WHICH THE PERQUISITE TAX SHALL BE CALCULATED AND RECOVERED BY THE BANK FROM THE CONCERNED EMPLOYEE/WHOLE-TIME DIRECTOR OF THE BANK, UNDER THE RELEVANT PROVISIONS OF THE INCOME TAX ACT, 1961, AS AMENDED AND THE RELEVANT RULES MADE THEREUNDER AND SUCH OTHER TERMS AS COULD BE APPLICABLE TO OTHER OFFERINGS OF SIMILAR NATURE (TO THE ELIGIBLE EMPLOYEES (AS DEFINED UNDER THE SEBI (SBEB) REGULATIONS, 2014)/WHOLE-TIME DIRECTORS OF THE BANK, FROM TIME TO TIME), AS IT MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT, SUBJECT TO ITS CONFORMITY AND COMPLIANCE WITH THE SEBI (SBEB) REGULATIONS, 2014 AND OTHER APPLICABLE LAWS AND ISSUE APPROPRIATE CLARIFICATIONS IN THIS REGARD. RESOLVED FURTHER THAT SUBJECT TO THE TERMS STATED HEREIN, THE EQUITY SHARES SO ALLOTTED PURSUANT TO THIS RESOLUTION SHALL RANK PARI PASSU INTER SE WITH THE EXISTING EQUITY SHARES OF THE BANK, IN ALL RESPECTS, INCLUDING DIVIDEND. RESOLVED FURTHER THAT THE COMMITTEE BE AND IS HEREBY AUTHORIZED TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN RELATION TO THE FORMULATION AND IMPLEMENTATION OF ESOS(S) (INCLUDING TO AMEND OR MODIFY ANY OF THE TERMS THERETO) AND TO THE EQUITY SHARES ISSUED HEREIN, WITHOUT BEING REQUIRED TO SEEK ANY FURTHER CONSENT OR APPROVAL OF THE MEMBERS OF THE BANK OR OTHERWISE TO THE END AND INTENT THAT THE MEMBERS OF THE BANK SHALL BE DEEMED TO HAVE GIVEN THEIR APPROVAL THERETO EXPRESSLY BY THE AUTHORITY OF THIS RESOLUTION. RESOLVED FURTHER THAT THE COMMITTEE BE AND IS HEREBY AUTHORIZED TO RECOVER PERQUISITE TAX (INCLUDING NOT LIMITED TO ANY OTHER CHARGE, CESS, OR LEVY THAT MAY BE IMPOSED BY THE GOVERNMENT OF INDIA THEREON), PURSUANT TO THE EXERCISE OF STOCK OPTIONS UNDER THE ESOS(S), AS AFORESAID, FROM THE CONCERNED EMPLOYEE/ WHOLE-TIME DIRECTOR OF THE BANK, IN THE MANNER AS SET OUT IN THE ESOS(S) AND SUBJECT TO THE RELEVANT PROVISIONS OF THE INCOME TAX ACT, 1961, AS AMENDED AND THE RELEVANT RULES MADE THEREUNDER, AS AMENDED, FROM TIME TO TIME. RESOLVED FURTHER THAT THE COMMITTEE BE AND IS HEREBY AUTHORIZED TO DELEGATE ALL OR ANY OF THE POWERS HEREIN CONFERRED TO ANY DIRECTOR(S) OR ANY OFFICER(S) OF THE BANK, INCLUDING MAKING NECESSARY FILINGS WITH THE STOCK EXCHANGE(S) AND OTHER STATUTORY/REGULATORY AUTHORITIES, OBTAINING APPROVALS, STATUTORY, CONTRACTUAL OR OTHERWISE, IN RELATION TO ABOVE RESOLUTION AND TO SETTLE ALL MATTERS ARISING OUT OF AND INCIDENTAL THERETO, AND TO EXECUTE ALL DEEDS, APPLICATIONS, DOCUMENTS AND WRITINGS THAT MAY BE REQUIRED, ON BEHALF OF THE BANK AND GENERALLY TO DO ALL SUCH ACTS, DEEDS, 15 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTION 62 (1)(B) AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT), THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014, AS AMENDED (THE SEBI (SBEB) REGULATIONS, 2014), THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (THE SEBI LISTING REGULATIONS), THE PROVISIONS OF THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999, AS AMENDED (THE FEMA) AND THE RULES, REGULATIONS, GUIDELINES AND CIRCULARS ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE SEBI) AND/OR BY RESERVE BANK OF INDIA (THE RBI), FROM TIME TO TIME AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE- ENACTMENT(S)THERETO, FOR THE TIME BEING IN FORCE), THE PROVISIONS OF THE MEMORANDUM OF ASSOCIATION AND THE ARTICLES OF ASSOCIATION OF AXIS BANK LIMITED (THE BANK), AND SUBJECT TO SUCH OTHER APPROVAL(S), CONSENT(S), PERMISSION(S) AND/OR SANCTION(S), IF ANY, AS MAY BE NECESSARY FROM THE CONCERNED STATUTORY/ REGULATORY AUTHORITIES AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED, STIPULATED OR IMPOSED BY ANY OF THE SAID STATUTORY/REGULATORY AUTHORITIES WHILE GRANTING ANY SUCH APPROVAL(S), CONSENT(S), PERMISSION(S), AND/ OR SANCTION(S), WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS OF THE BANK (THE BOARD, WHICH TERM SHALL BE DEEMED TO INCLUDE THE NOMINATION AND REMUNERATION COMMITTEE OF DIRECTORS CONSTITUTED BY THE BOARD, TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED UNDER THIS RESOLUTION) (THE COMMITTEE), CONSENT OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO THE BOARD TO CREATE, ISSUE, OFFER AND ALLOT ADDITIONAL EQUITY STOCK OPTIONS CONVERTIBLE INTO EQUITY SHARES OF THE AGGREGATE NOMINAL FACE VALUE NOT EXCEEDING INR 10,00,00,000 (5,00,00,000 EQUITY SHARES OF INR 2/- EACH OF THE BANK FULLY PAID UP) (OR SUCH ADJUSTED NUMBERS FOR ANY BONUS, STOCK SPLITS OR CONSOLIDATION OR OTHER RE-ORGANIZATION OF CAPITAL STRUCTURE OF THE BANK, AS MAY BE APPLICABLE, FROM TIME TO TIME) IN ADDITION TO THE APPROVALS ALREADY GRANTED BY MEMBERS OF THE BANK AT THEIR EXTRAORDINARY GENERAL MEETING HELD ON 24 FEBRUARY, 2001, AT THEIR ANNUAL GENERAL MEETINGS HELD ON 18 JUNE, 2004, 2 JUNE, 2006, 6 JUNE, 2008, 8 JUNE, 2010 AND 19 JULY, 2013, AND BY WAY OF POSTAL BALLOT ON 17 JANUARY, 2019 RESPECTIVELY, TO THE PERMANENT EMPLOYEES AND WHOLE-TIME DIRECTORS OF THE PRESENT AND FUTURE SUBSIDIARY COMPANIES OF THE BANK, WHETHER IN INDIA OR ABROAD, (INCLUDING TO THE PERMANENT EMPLOYEES AND WHOLE-TIME DIRECTORS OF THE BANK, AS DEFINED UNDER THE RELEVANT PROVISIONS OF THE SEBI (SBEB) REGULATIONS, 2014, IN TERMS OF THE RESOLUTION AS PROPOSED UNDER ITEM NO. 14 OF THIS NOTICE), UNDER THE EMPLOYEE STOCK OPTION SCHEME(S) (ESOS(S)), FORMULATED AS PER THE TERMS AND CONDITIONS AS SET OUT IN THE EXPLANATORY STATEMENT TO THIS RESOLUTION AND ON SUCH OTHER TERMS AND CONDITIONS AND IN SUCH TRANCHE(S) AS MAY BE DECIDED BY THE COMMITTEE, AT ITS SOLE AND ABSOLUTE DISCRETION. RESOLVED FURTHER THAT THE CONSENT OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED TO THE COMMITTEE TO GRANT UNDER THE SAID ESOS(S), THE STOCK OPTIONS, IF ANY, LAPSED OR THAT MAY LAPSE UNDER THE EARLIER ESOS(S) AS MAY BE DECIDED BY THE COMMITTEE, AT ITS SOLE AND ABSOLUTE DISCRETION. RESOLVED FURTHER THAT WITHOUT PREJUDICE TO THE GENERALITY OF THE ABOVE, BUT SUBJECT TO THE TERMS AND CONDITIONS AS APPROVED BY THE MEMBERS OF THE BANK, THE COMMITTEE IS AUTHORIZED TO IMPLEMENT THE ESOS(S) (WITH OR WITHOUT ANY AMENDMENT(S), MODIFICATION(S) AND VARIATION(S) THERETO) IN ONE OR MORE TRANCHE(S) AND IN SUCH MANNER AS THE COMMITTEE MAY DEEM APPROPRIATE IN ACCORDANCE WITH THE APPLICABLE LAWS. RESOLVED FURTHER THAT WITHOUT PREJUDICE TO THE GENERALITY OF THE ABOVE, BUT SUBJECT TO THE TERMS AND CONDITIONS AS MENTIONED IN THE EXPLANATORY STATEMENT TO THIS RESOLUTION, WHICH ARE HEREBY APPROVED BY THE MEMBERS, OR ANY AMENDMENT(S) OR MODIFICATION(S) OR VARIATION(S) THERETO, THE COMMITTEE BE AND IS HEREBY AUTHORIZED TO, IN ACCORDANCE WITH APPLICABLE LAWS, MAKE SUCH AMENDMENT(S) OR MODIFICATION(S) OR VARIATION(S) IN THE TERMS AND CONDITIONS OF ESOS(S), FINALIZE THE ESOS(S) DETAILING THEREIN ALL THE TERMS AND CONDITIONS RELATING TO THE GRANT OF STOCK OPTIONS (INCLUDING TERMS RELATING TO THE ELIGIBILITY CRITERIA FOR SUCH GRANT UNDER THE ESOS(S), FROM TIME TO TIME, TO GRANT TO THE ELIGIBLE EMPLOYEES (AS DEFINED UNDER THE SEBI (SBEB) REGULATIONS, 2014)/ WHOLE- TIME DIRECTORS OF THE SUBSIDIARY COMPANIES OF THE BANK, STOCK OPTIONS UNDER THE ESOS(S), FROM TIME TO TIME, IN TERMS OF THIS RESOLUTION OR ANY AMENDMENT(S) OR MODIFICATION(S) OR VARIATION(S) THERETO, AT SUCH TIME OR TIMES AS MAY BE DECIDED BY THE COMMITTEE, IN ITS SOLE AND ABSOLUTE DISCRETION, AND THAT THE COMMITTEE BE AND IS ALSO AUTHORIZED TO DETERMINE AT ITS SOLE AND ABSOLUTE DISCRETION, AS TO WHEN THE STOCK OPTIONS ARE TO BE GRANTED, THE NUMBER OF STOCK OPTIONS TO BE GRANTED IN EACH TRANCHE, INCLUDING THE TERMS THERETO OR COMBINATION OF TERMS SUBJECT TO WHICH THE EQUITY SHARES OF THE BANK ARE TO BE ISSUED AT VARIOUS POINTS OF TIME, THE CONDITIONS UNDER WHICH THE STOCK OPTIONS VESTED IN EMPLOYEES WOULD LAPSE, THE TERMS RELATING TO SPECIFIED TIME WITHIN WHICH THE EMPLOYEES SHOULD EXERCISE HIS STOCK OPTIONS IN THE EVENT OF HIS TERMINATION OR RESIGNATION, TERMS RELATING TO DIVIDEND PAYABLE ON EQUITY SHARES SO ISSUED, TERMS RELATING TO THE MANNER IN WHICH THE PERQUISITE TAX SHALL BE CALCULATED AND RECOVERED BY THE BANK FROM THE CONCERNED EMPLOYEE/WHOLE-TIME DIRECTORS OF THE SUBSIDIARY COMPANIES OF THE BANK UNDER THE RELEVANT PROVISIONS OF THE INCOME TAX ACT, 1961, AS AMENDED AND THE RELEVANT RULES MADE THEREUNDER AND SUCH OTHER TERMS AS COULD BE APPLICABLE TO OTHER OFFERINGS OF SIMILAR NATURE (TO THE ELIGIBLE EMPLOYEES (AS DEFINED UNDER THE SEBI (SBEB) REGULATIONS, 2014)/ WHOLE-TIME DIRECTORS OF THE SUBSIDIARY COMPANIES OF THE BANK, FROM TIME TO TIME), AS IT MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT, SUBJECT TO ITS CONFORMITY AND COMPLIANCE WITH THE SEBI (SBEB) REGULATIONS, 2014 AND OTHER APPLICABLE LAWS AND ISSUE APPROPRIATE CLARIFICATIONS IN THIS REGARD. RESOLVED FURTHER THAT SUBJECT TO THE TERMS STATED HEREIN, THE EQUITY SHARES SO ALLOTTED PURSUANT TO THIS RESOLUTION SHALL RANK PARI PASSU INTER SE WITH THE EXISTING EQUITY SHARES OF THE BANK, IN ALL RESPECTS, INCLUDING DIVIDEND. RESOLVED FURTHER THAT THE COMMITTEE BE AND IS HEREBY AUTHORIZED TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN RELATION TO THE FORMULATION AND IMPLEMENTATION OF ESOS(S) (INCLUDING TO AMEND OR MODIFY ANY OF THE TERMS THERETO) AND TO THE EQUITY SHARES ISSUED HEREIN, WITHOUT BEING REQUIRED TO SEEK ANY FURTHER CONSENT OR APPROVAL OF THE MEMBERS OF THE BANK OR OTHERWISE TO THE END AND INTENT THAT THE MEMBERS OF THE BANK SHALL BE DEEMED TO HAVE GIVEN THEIR APPROVAL THERETO EXPRESSLY BY THE AUTHORITY OF THIS RESOLUTION. RESOLVED FURTHER THAT THE COMMITTEE BE AND IS HEREBY AUTHORIZED TO RECOVER PERQUISITE TAX (INCLUDING NOT LIMITED TO ANY OTHER CHARGE, CESS, OR LEVY THAT MAY BE IMPOSED BY THE GOVERNMENT OF INDIA THEREON), PURSUANT TO THE EXERCISE OF STOCK OPTIONS UNDER THE ESOS(S), AS AFORESAID, FROM THE CONCERNED EMPLOYEE/ WHOLE-TIME DIRECTORS OF THE SUBSIDIARY COMPANIES OF THE BANK, IN THE MANNER AS SET OUT IN THE ESOS(S) AND SUBJECT TO THE RELEVANT PROVISIONS OF THE INCOME TAX ACT, 1961, AS AMENDED AND THE RELEVANT RULES MADE THEREUNDER, AS AMENDED, FROM TIME TO TIME. RESOLVED FURTHER THAT THE COMMITTEE BE AND IS HEREBY AUTHORIZED TO DELEGATE ALL OR ANY OF THE POWERS HEREIN CONFERRED TO ANY DIRECTOR(S) OR ANY OFFICER(S) OF THE BANK, INCLUDING MAKING NECESSARY FILINGS WITH THE STOCK EXCHANGE(S) AND STATUTORY/REGULATORY AUTHORITIES, OBTAINING APPROVALS, STATUTORY, CONTRACTUAL OR OTHERWISE, IN RELATION TO ABOVE RESOLUTION AND TO SETTLE ALL MATTERS ARISING OUT OF AND INCIDENTAL THERETO, AND TO EXECUTE ALL DEEDS, APPLICATIONS, DOCUMENTS AND WRITINGS 16 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For REGULATION 31A AND OTHER RELEVANT PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (THE SEBI LISTING REGULATIONS), THE RELEVANT PROVISIONS OF THE COMPANIES ACT, 2013, AS AMENDED AND READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT), THE GUIDELINES AND CIRCULARS ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS (THE MCA), THE RELEVANT PROVISIONS, IF ANY, OF DEPOSITORIES ACT, 1996, AS AMENDED THE RELEVANT PROVISIONS OF THE BANKING REGULATION ACT, 1949, AS AMENDED AND THE RULES, GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE RBI) AND/OR THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE SEBI) IN THIS REGARD, FROM TIME TO TIME, AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S)THERETO, FOR THE TIME BEING IN FORCE) AND SUBJECT TO THE RECEIPT OF REQUISITE APPROVALS, CONSENTS, PERMISSIONS AND/OR SANCTIONS, IF ANY, FROM STOCK EXCHANGE(S) WHERE THE EQUITY SHARES OF THE BANK ARE LISTED, NAMELY, BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER COLLECTIVELY REFERRED TO AS THE STOCK EXCHANGES) OR ANY OTHER APPROPRIATE GOVERNMENTAL/ STATUTORY/ REGULATORY AUTHORITIES AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED, STIPULATED OR IMPOSED BY ANY OF THE SAID GOVERNMENTAL/ STATUTORY/ REGULATORY AUTHORITIES, WHILE GRANTING SUCH APPROVALS, CONSENTS, PERMISSIONS, AND/OR SANCTIONS, WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS (THE BOARD) OF AXIS BANK LIMITED (THE BANK) AND THE REQUEST LETTER DATED 26 FEBRUARY, 2021 RECEIVED FROM UNITED INDIA INSURANCE COMPANY LIMITED (UIICL), ONE OF THE PROMOTERS OF THE BANK, THE CONSENT OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED FOR RE-CLASSIFICATION OF UIICL, HOLDING 0.03% OF THE TOTAL ISSUED AND PAID UP EQUITY SHARE CAPITAL OF THE BANK, AS ON 28 FEBRUARY, 2021 TO PUBLIC CATEGORY FROM PROMOTER CATEGORY. RESOLVED FURTHER THAT ON APPROVAL OF THE STOCK EXCHANGES UPON APPLICATION FOR RE-CLASSIFICATION OF UIICL, THE BANK SHALL EFFECT SUCH RE-CLASSIFICATION IN THE STATEMENT OF ITS SHAREHOLDING PATTERN, FOR THE IMMEDIATE SUCCEEDING QUARTER IN TERMS OF REGULATION 31 OF THE SEBI LISTING REGULATIONS AND THAT THE BANK SHALL COMPLY WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015, AS AMENDED AND OTHER APPLICABLE GUIDELINES/ DIRECTIONS, THAT MAY BE ISSUED BY ANY OTHER GOVERNMENTAL/STATUTORY/ REGULATORY AUTHORITIES, IN THIS REGARD, FROM TIME TO TIME. RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS THEY MAY, IN THEIR ABSOLUTE DISCRETION, DEEM NECESSARY, PROPER OR DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION INCLUDING BUT NOT LIMITED TO MAKING APPLICATIONS AND/OR FILINGS TO THE RBI, MCA, SEBI, STOCK EXCHANGES AND/ OR TO ANY OTHER GOVERNMENTAL/STATUTORY/ REGULATORY AUTHORITIES AND TO EXECUTE ALL SUCH DEEDS, DOCUMENTS, LETTERS, APPLICATIONS, PAPERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE AND TO SETTLE ALL SUCH QUESTIONS, DIFFICULTIES OR DOUBTS WHATSOEVER WHICH MAY ARISE AND TO AMEND SUCH DETAILS AND TO MAKE APPROPRIATE REPRESENTATION BEFORE SAID GOVERNMENTAL/ STATUTORY/ REGULATORY AUTHORITIES AS MAY BE CONSIDERED NECESSARY/ APPROPRIATE AND TO TAKE ALL SUCH STEPS AND DECISIONS AS MAY BE NECESSARY/ APPROPRIATE, TO GIVE EFFECT TO THIS RESOLUTION 17 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For REGULATION 31A AND OTHER RELEVANT PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (THE SEBI LISTING REGULATIONS), THE RELEVANT PROVISIONS OF THE COMPANIES ACT, 2013, AS AMENDED AND READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT), THE GUIDELINES AND CIRCULARS ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS (THE MCA), THE RELEVANT PROVISIONS, IF ANY, OF DEPOSITORIES ACT, 1996, AS AMENDED THE RELEVANT PROVISIONS OF THE BANKING REGULATION ACT, 1949, AS AMENDED AND THE RULES, GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE RBI) AND/OR THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE SEBI) IN THIS REGARD, FROM TIME TO TIME, AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S)THERE TO, FOR THE TIME BEING IN FORCE) AND SUBJECT TO THE RECEIPT OF REQUISITE APPROVALS, CONSENTS, PERMISSIONS AND/OR SANCTIONS, IF ANY, FROM STOCK EXCHANGE(S) WHERE THE EQUITY SHARES OF THE BANK ARE LISTED, NAMELY, BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER COLLECTIVELY REFERRED TO AS THE STOCK EXCHANGES) OR ANY OTHER APPROPRIATE GOVERNMENTAL/ STATUTORY/ REGULATORY AUTHORITIES AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED, STIPULATED OR IMPOSED BY ANY OF THE SAID GOVERNMENTAL/ STATUTORY/ REGULATORY AUTHORITIES, WHILE GRANTING SUCH APPROVALS, CONSENTS, PERMISSIONS, AND/OR SANCTIONS, WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS (THE BOARD) OF AXIS BANK LIMITED (THE BANK) AND THE REQUEST LETTER DATED 4 MARCH, 2021 RECEIVED FROM NATIONAL INSURANCE COMPANY LIMITED (NICL), ONE OF THE PROMOTERS OF THE BANK, THE CONSENT OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED FOR RE-CLASSIFICATION OF NICL, HOLDING 0.02% OF THE TOTAL ISSUED AND PAID UP EQUITY SHARE CAPITAL OF THE BANK, AS ON 19 MARCH, 2021 TO PUBLIC CATEGORY FROM PROMOTER CATEGORY. RESOLVED FURTHER THAT ON APPROVAL OF THE STOCK EXCHANGES UPON APPLICATION FOR RE-CLASSIFICATION OF NICL, THE BANK SHALL EFFECT SUCH RE-CLASSIFICATION IN THE STATEMENT OF ITS SHAREHOLDING PATTERN, FOR THE IMMEDIATE SUCCEEDING QUARTER IN TERMS OF REGULATION 31 OF THE SEBI LISTING REGULATIONS AND THAT THE BANK SHALL COMPLY WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015, AS AMENDED AND OTHER APPLICABLE GUIDELINES/ DIRECTIONS, THAT MAY BE ISSUED BY ANY OTHER GOVERNMENTAL/STATUTORY/ REGULATORY AUTHORITIES, IN THIS REGARD, FROM TIME TO TIME. RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS THEY MAY, IN THEIR ABSOLUTE DISCRETION, DEEM NECESSARY, PROPER OR DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION INCLUDING BUT NOT LIMITED TO MAKING APPLICATIONS AND/OR FILINGS TO THE RBI, MCA, SEBI, STOCK EXCHANGES AND/ OR TO ANY OTHER GOVERNMENTAL/STATUTORY/ REGULATORY AUTHORITIES AND TO EXECUTE ALL SUCH DEEDS, DOCUMENTS, LETTERS, APPLICATIONS, PAPERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE AND TO SETTLE ALL SUCH QUESTIONS, DIFFICULTIES OR DOUBTS WHATSOEVER WHICH MAY ARISE AND TO AMEND SUCH DETAILS AND TO MAKE APPROPRIATE REPRESENTATION BEFORE SAID GOVERNMENTAL/ STATUTORY/ REGULATORY AUTHORITIES, AS MAY BE CONSIDERED NECESSARY/ APPROPRIATE AND TO TAKE ALL SUCH STEPS AND DECISIONS AS MAY BE NECESSARY/ APPROPRIATE, TO GIVE EFFECT TO THIS RESOLUTION 18 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For REGULATION 31A AND OTHER RELEVANT PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (THE SEBI LISTING REGULATIONS), THE RELEVANT PROVISIONS OF THE COMPANIES ACT, 2013, AS AMENDED AND READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT), THE GUIDELINES AND CIRCULARS ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS (THE MCA), THE RELEVANT PROVISIONS, IF ANY, OF DEPOSITORIES ACT, 1996, AS AMENDED THE RELEVANT PROVISIONS OF THE BANKING REGULATION ACT, 1949, AS AMENDED AND THE RULES, GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE RBI) AND/OR THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE SEBI) IN THIS REGARD, FROM TIME TO TIME, AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THERETO, FOR THE TIME BEING IN FORCE) AND SUBJECT TO THE RECEIPT OF REQUISITE APPROVALS, CONSENTS, PERMISSIONS AND/OR SANCTIONS, IF ANY, FROM STOCK EXCHANGE(S) WHERE THE EQUITY SHARES OF THE BANK ARE LISTED, NAMELY, BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER COLLECTIVELY REFERRED TO AS THE STOCK EXCHANGES) OR ANY OTHER APPROPRIATE GOVERNMENTAL/ STATUTORY/ REGULATORY AUTHORITIES AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED, STIPULATED OR IMPOSED BY ANY OF THE SAID GOVERNMENTAL/ STATUTORY/ REGULATORY AUTHORITIES, WHILE GRANTING SUCH APPROVALS, CONSENTS, PERMISSIONS, AND/OR SANCTIONS, WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS (THE BOARD) OF AXIS BANK LIMITED (THE BANK) AND THE REQUEST LETTER DATED 22 APRIL, 2021 RECEIVED FROM THE NEW INDIA ASSURANCE COMPANY LIMITED (NIACL), ONE OF THE PROMOTERS OF THE BANK, THE CONSENT OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED FOR RE-CLASSIFICATION OF NIACL, HOLDING 0.67% OF THE TOTAL ISSUED AND PAID UP EQUITY SHARE CAPITAL OF THE BANK, AS ON 22 APRIL, 2021, TO PUBLIC CATEGORY FROM PROMOTER CATEGORY. RESOLVED FURTHER THAT ON APPROVAL OF THE STOCK EXCHANGES UPON APPLICATION FOR RE-CLASSIFICATION OF NIACL, THE BANK SHALL EFFECT SUCH RE-CLASSIFICATION IN THE STATEMENT OF ITS SHAREHOLDING PATTERN, FOR THE IMMEDIATE SUCCEEDING QUARTER IN TERMS OF REGULATION 31 OF THE SEBI LISTING REGULATIONS AND THAT THE BANK SHALL COMPLY WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015, AS AMENDED AND OTHER APPLICABLE GUIDELINES/ DIRECTIONS, THAT MAY BE ISSUED BY ANY OTHER GOVERNMENTAL/STATUTORY/ REGULATORY AUTHORITIES, IN THIS REGARD, FROM TIME TO TIME. RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS THEY MAY, IN THEIR ABSOLUTE DISCRETION, DEEM NECESSARY, PROPER OR DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION INCLUDING BUT NOT LIMITED TO MAKING APPLICATIONS AND/OR FILINGS TO THE RBI, MCA, SEBI, STOCK EXCHANGES AND/ OR TO ANY OTHER GOVERNMENTAL/STATUTORY/ REGULATORY AUTHORITIES AND TO EXECUTE ALL SUCH DEEDS, DOCUMENTS, LETTERS, APPLICATIONS, PAPERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE AND TO SETTLE ALL SUCH QUESTIONS, DIFFICULTIES OR DOUBTS WHATSOEVER WHICH MAY ARISE AND TO AMEND SUCH DETAILS AND TO MAKE APPROPRIATE REPRESENTATION BEFORE SAID GOVERNMENTAL / STATUTORY/REGULATORY AUTHORITIES AS MAY BE CONSIDERED NECESSARY/ APPROPRIATE AND TO TAKE ALL SUCH STEPS AND DECISIONS AS MAY BE NECESSARY/ APPROPRIATE, TO GIVE EFFECT TO THIS RESOLUTION 19 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For REGULATION 31A AND OTHER RELEVANT PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (THE SEBI LISTING REGULATIONS), THE RELEVANT PROVISIONS OF THE COMPANIES ACT, 2013, AS AMENDED AND READ WITH THE RELEVANT RULES MADE THEREUNDER (THE ACT), THE GUIDELINES AND CIRCULARS ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS (THE MCA), THE RELEVANT PROVISIONS, IF ANY, OF DEPOSITORIES ACT, 1996, AS AMENDED, THE RELEVANT PROVISIONS OF THE BANKING REGULATION ACT, 1949, AS AMENDED AND THE RULES, GUIDELINES AND CIRCULARS ISSUED BY THE RESERVE BANK OF INDIA (THE RBI) AND/OR THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE SEBI) IN THIS REGARD, FROM TIME TO TIME, AND ANY OTHER APPLICABLE LAWS (INCLUDING ANY STATUTORY AMENDMENT(S), MODIFICATION(S), VARIATION(S) OR RE-ENACTMENT(S) THERETO, FOR THE TIME BEING IN FORCE) AND SUBJECT TO THE RECEIPT OF REQUISITE APPROVALS, CONSENTS, PERMISSIONS AND/OR SANCTIONS, IF ANY, FROM STOCK EXCHANGE(S) WHERE THE EQUITY SHARES OF THE BANK ARE LISTED, NAMELY, BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER COLLECTIVELY REFERRED TO AS THE STOCK EXCHANGES) OR ANY OTHER APPROPRIATE GOVERNMENTAL/ STATUTORY/ REGULATORY AUTHORITIES AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED, STIPULATED OR IMPOSED BY ANY OF THE SAID GOVERNMENTAL/ STATUTORY/ REGULATORY AUTHORITIES, WHILE GRANTING SUCH APPROVALS, CONSENTS, PERMISSIONS, AND/OR SANCTIONS, WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS (THE BOARD) OF AXIS BANK LIMITED (THE BANK) AND THE REQUEST LETTER DATED 1 JUNE, 2021 RECEIVED FROM GENERAL INSURANCE CORPORATION OF INDIA (GIC), ONE OF THE PROMOTERS OF THE BANK, THE CONSENT OF THE MEMBERS OF THE BANK BE AND IS HEREBY ACCORDED FOR RE-CLASSIFICATION OF GIC, HOLDING 1.01% OF THE TOTAL ISSUED AND PAID UP EQUITY SHARE CAPITAL OF THE BANK, AS ON 1 JUNE, 2021, TO PUBLIC CATEGORY FROM PROMOTER CATEGORY. RESOLVED FURTHER THAT ON APPROVAL OF THE STOCK EXCHANGES UPON APPLICATION FOR RE-CLASSIFICATION OF GIC, THE BANK SHALL EFFECT SUCH RE-CLASSIFICATION IN THE STATEMENT OF ITS SHAREHOLDING PATTERN, FOR THE IMMEDIATE SUCCEEDING QUARTER IN TERMS OF REGULATION 31 OF THE SEBI LISTING REGULATIONS AND THAT THE BANK SHALL COMPLY WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015, AS AMENDED AND OTHER APPLICABLE GUIDELINES/ DIRECTIONS, THAT MAY BE ISSUED BY ANY OTHER GOVERNMENTAL/STATUTORY/ REGULATORY AUTHORITIES, IN THIS REGARD, FROM TIME TO TIME. RESOLVED FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND ARE HEREBY SEVERALLY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS THEY MAY, IN THEIR ABSOLUTE DISCRETION, DEEM NECESSARY, PROPER OR DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION INCLUDING BUT NOT LIMITED TO MAKING APPLICATIONS AND/OR FILINGS TO THE RBI, MCA, SEBI, STOCK EXCHANGES AND/ OR TO ANY OTHER GOVERNMENTAL/STATUTORY/ REGULATORY AUTHORITIES AND TO EXECUTE ALL SUCH DEEDS, DOCUMENTS, LETTERS, APPLICATIONS, PAPERS AND THINGS AS MAY BE CONSIDERED NECESSARY AND APPROPRIATE AND TO SETTLE ALL SUCH QUESTIONS, DIFFICULTIES OR DOUBTS WHATSOEVER WHICH MAY ARISE AND TO AMEND SUCH DETAILS AND TO MAKE APPROPRIATE REPRESENTATION BEFORE SAID GOVERNMENTAL / STATUTORY/REGULATORY AUTHORITIES AS MAY BE CONSIDERED NECESSARY/ APPROPRIATE AND TO TAKE ALL SUCH STEPS AND DECISIONS AS MAY BE NECESSARY/ APPROPRIATE, TO GIVE EFFECT TO THIS RESOLUTION -------------------------------------------------------------------------------------------------------------------------- AXIS BANK LTD Agenda Number: 715152447 -------------------------------------------------------------------------------------------------------------------------- Security: Y0487S137 Meeting Type: OTH Meeting Date: 06-Mar-2022 Ticker: ISIN: INE238A01034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 RE-APPOINTMENT OF RAKESH MAKHIJA (DIN: Mgmt For For 00117692) AS THE NON-EXECUTIVE (PART-TIME) CHAIRMAN OF THE BANK 2 APPOINTMENT OF ASHISH KOTECHA (DIN: Mgmt For For 02384614) AS A NON-EXECUTIVE (NOMINEE OF ENTITIES AFFILIATED TO BAIN CAPITAL) DIRECTOR OF THE BANK 3 RE-DESIGNATION OF RAJIV ANAND (DIN: Mgmt For For 02541753) AS THE DEPUTY MANAGING DIRECTOR OF THE BANK WITH EFFECT FROM DECEMBER 27, 2021 UPTO AUGUST 3, 2022 (BOTH DAYS INCLUSIVE) 4 REVISION IN THE REMUNERATION PAYABLE TO Mgmt For For RAJIV ANAND (DIN: 02541753), WHOLE-TIME DIRECTOR OF THE BANK, WITH EFFECT FROM APRIL 1, 2021 5 RE-APPOINTMENT OF RAJIV ANAND (DIN: Mgmt For For 02541753) AS THE DEPUTY MANAGING DIRECTOR OF THE BANK, FOR A FURTHER PERIOD OF THREE (3) YEARS, FROM AUGUST 4, 2022 TO AUGUST 3, 2025 (BOTH DAYS INCLUSIVE) -------------------------------------------------------------------------------------------------------------------------- AXIS BANK LTD Agenda Number: 715238730 -------------------------------------------------------------------------------------------------------------------------- Security: Y0487S137 Meeting Type: OTH Meeting Date: 08-Apr-2022 Ticker: ISIN: INE238A01034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For ACCEPTANCE OF DEPOSITS IN CURRENT/SAVINGS ACCOUNT OR ANY OTHER SIMILAR ACCOUNTS PERMITTED TO BE OPENED UNDER APPLICABLE LAWS 2 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For SUBSCRIBING TO SECURITIES ISSUED BY THE RELATED PARTIES AND PURCHASE OF SECURITIES (OF RELATED OR OTHER UNRELATED PARTIES) FROM RELATED PARTIES 3 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For SALE OF SECURITIES (OF RELATED OR OTHER UNRELATED PARTIES) TO RELATED PARTIES 4 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For ISSUE OF SECURITIES OF THE BANK TO RELATED PARTIES, PAYMENT OF INTEREST AND REDEMPTION AMOUNT THEREOF 5 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For RECEIPT OF FEES/COMMISSION FOR DISTRIBUTION OF INSURANCE PRODUCTS AND OTHER RELATED BUSINESS 6 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For FUND BASED OR NON-FUND BASED CREDIT FACILITIES 7 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For MONEY MARKET INSTRUMENTS/TERM BORROWING/TERM LENDING (INCLUDING REPO/ REVERSE REPO) 8 MATERIAL RELATED PARTY TRANSACTIONS Mgmt For For PERTAINING TO FOREX AND DERIVATIVE CONTRACTS -------------------------------------------------------------------------------------------------------------------------- BAJAJ FINSERV LTD Agenda Number: 714414442 -------------------------------------------------------------------------------------------------------------------------- Security: Y0548X109 Meeting Type: AGM Meeting Date: 21-Jul-2021 Ticker: ISIN: INE918I01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND ADOPT THE STANDALONE AND Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021, TOGETHER WITH THE DIRECTORS' AND AUDITORS' REPORTS THEREON 2 TO DECLARE DIVIDEND OF INR 3 PER EQUITY Mgmt For For SHARE OF FACE VALUE OF INR 5 EACH FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021 3 TO APPOINT A DIRECTOR IN PLACE OF Mgmt Against Against MADHURKUMAR RAMKRISHNAJI BAJAJ (DIN 00014593), WHO RETIRES BY ROTATION IN TERMS OF SECTION 152(6) OF THE COMPANIES ACT, 2013 AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 RATIFICATION OF REMUNERATION TO COST Mgmt For For AUDITOR FOR THE FINANCIAL YEAR 2021-22: DHANANJAY V JOSHI & ASSOCIATES, COST ACCOUNTANTS (FIRM REGISTRATION NO.000030) -------------------------------------------------------------------------------------------------------------------------- BAJAJ FINSERV LTD Agenda Number: 714741320 -------------------------------------------------------------------------------------------------------------------------- Security: Y0548X109 Meeting Type: OTH Meeting Date: 17-Nov-2021 Ticker: ISIN: INE918I01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF M/S. KHIMJI KUNVERJI & CO. Mgmt For For LLP, CHARTERED ACCOUNTANTS, (FIRM REGISTRATION NUMBER: 105146W/ W100621) AS STATUTORY AUDITORS TO FILL CASUAL VACANCY CAUSED BY RESIGNATION OF S R B C & CO. LLP, CHARTERED ACCOUNTANTS -------------------------------------------------------------------------------------------------------------------------- BAJAJ FINSERV LTD Agenda Number: 715699077 -------------------------------------------------------------------------------------------------------------------------- Security: Y0548X109 Meeting Type: OTH Meeting Date: 22-Jun-2022 Ticker: ISIN: INE918I01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 RE-APPOINTMENT OF SANJIVNAYAN RAHULKUMAR Mgmt Against Against BAJAJ (DIN:00014615) AS MANAGING DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS W.E.F. 1 APRIL 2022 2 RE-APPOINTMENT OF DR. NAUSHAD DARIUS FORBES Mgmt For For (DIN:00630825) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A SECOND TERM OF FIVE CONSECUTIVE YEARS W.E.F. 13 SEPTEMBER 2022 3 APPOINTMENT OF PRAMIT SHASHIKANT JHAVERI Mgmt For For (DIN:00186137) AS AN INDEPENDENT DIRECTOR FOR A TERM OF FIVE CONSECUTIVE YEARS W.E.F. 1 MAY 2022 4 APPOINTMENT OF RADHIKA VIJAY HARIBHAKTI Mgmt For For (DIN:02409519) AS AN INDEPENDENT DIRECTOR FOR A TERM OF FIVE CONSECUTIVE YEARS W.E.F. 1 MAY 2022 5 APPROVAL FOR PAYMENT OF COMMISSION TO Mgmt For For NON-EXECUTIVE DIRECTORS FOR A PERIOD OF FIVE YEARS COMMENCING FROM 1 APRIL 2022 -------------------------------------------------------------------------------------------------------------------------- COFORGE LTD Agenda Number: 715709436 -------------------------------------------------------------------------------------------------------------------------- Security: Y62769107 Meeting Type: OTH Meeting Date: 30-Jun-2022 Ticker: ISIN: INE591G01017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 TO APPROVE THE APPOINTMENT OF MS. MARY BETH Mgmt For For BOUCHER (DIN: 09595668) AS AN INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- CROMPTON GREAVES CONSUMER ELECTRICALS LTD Agenda Number: 714490187 -------------------------------------------------------------------------------------------------------------------------- Security: Y1786D102 Meeting Type: AGM Meeting Date: 23-Jul-2021 Ticker: ISIN: INE299U01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 588279 DUE TO WITHDRAWAL OF RESOLUTION 3. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU 1 ADOPTION OF FINANCIAL STATEMENTS Mgmt For For 2 CONFIRMATION OF THE INTERIM DIVIDEND AND Mgmt For For DECLARATION OF FINAL DIVIDEND: TO CONFIRM PAYMENT OF INTERIM DIVIDEND OF INR 3/- PER EQUITY SHARE PAID DURING THE YEAR AND TO DECLARE A FINAL DIVIDEND OF INR 2.50/- PER EQUITY SHARE OF THE FACE VALUE OF INR 2/- EACH FOR THE YEAR ENDED 31ST MARCH, 2021 3 RE-APPOINTMENT OF M/S. SHARP AND TANNAN, Non-Voting CHARTERED ACCOUNTANTS, STATUTORY AUDITORS OF THE COMPANY AND TO FIX THEIR REMUNERATION 4 APPOINTMENT OF MR. SHANTANU KHOSLA (DIN: Mgmt For For 00059877) AS A DIRECTOR LIABLE TO RETIRE BY ROTATION 5 RETIREMENT OF MS. SHWETA JALAN (DIN: Mgmt For For 00291675) WHO RETIRES BY ROTATION AT THE CONCLUSION OF THIS MEETING BUT DOES NOT SEEK RE-APPOINTMENT 6 MANAGERIAL REMUNERATION OF MR. SHANTANU Mgmt For For KHOSLA (DIN:00059877), MANAGING DIRECTOR, IN THE EVENT OF EXERCISE OF ESOPS 7 MANAGERIAL REMUNERATION OF MR. MATHEW JOB Mgmt For For (DIN: 02922413), EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER, IN THE EVENT OF EXERCISE OF ESOPS 8 REMUNERATION TO ALL DIRECTORS IN THE EVENT Mgmt For For OF EXERCISE OF ESOPS BY MR. SHANTANU KHOSLA (DIN:00059877), MANAGING DIRECTOR AND MR. MATHEW JOB (DIN: 02922413), EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER 9 APPOINTMENT OF MR. P.R. RAMESH (DIN: Mgmt For For 01915274) AS AN INDEPENDENT DIRECTOR 10 RATIFICATION OF REMUNERATION PAYABLE TO Mgmt For For M/S. ASHWIN SOLANKI & ASSOCIATES, COST AUDITORS OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- CROMPTON GREAVES CONSUMER ELECTRICALS LTD Agenda Number: 714517591 -------------------------------------------------------------------------------------------------------------------------- Security: Y1786D102 Meeting Type: EGM Meeting Date: 27-Aug-2021 Ticker: ISIN: INE299U01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPOINTMENT OF M/S MSKA & ASSOCIATES, Mgmt For For CHARTERED ACCOUNTANTS, (FIRM REGISTRATION NO. 105047W) AS STATUTORY AUDITORS OF THE COMPANY AND TO FIX THEIR REMUNERATION -------------------------------------------------------------------------------------------------------------------------- CROMPTON GREAVES CONSUMER ELECTRICALS LTD Agenda Number: 714979587 -------------------------------------------------------------------------------------------------------------------------- Security: Y1786D102 Meeting Type: OTH Meeting Date: 12-Jan-2022 Ticker: ISIN: INE299U01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 INCREASE IN THE LIMITS APPLICABLE FOR Mgmt For For EXTENDING LOANS, MAKING INVESTMENTS AND PROVIDING GUARANTEE(S) OR SECURITY UNDER SECTION 186 OF THE COMPANIES ACT, 2013 -------------------------------------------------------------------------------------------------------------------------- CROMPTON GREAVES CONSUMER ELECTRICALS LTD Agenda Number: 715188175 -------------------------------------------------------------------------------------------------------------------------- Security: Y1786D102 Meeting Type: OTH Meeting Date: 24-Mar-2022 Ticker: ISIN: INE299U01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MS. HIROO MIRCHANDANI (DIN: Mgmt For For 06992518) AS AN INDEPENDENT DIRECTOR -------------------------------------------------------------------------------------------------------------------------- DEVYANI INTERNATIONAL LIMITED Agenda Number: 715754708 -------------------------------------------------------------------------------------------------------------------------- Security: Y2R58Y114 Meeting Type: AGM Meeting Date: 28-Jun-2022 Ticker: ISIN: INE872J01023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For STANDALONE FINANCIAL STATEMENTS OF THE COMPANY TOGETHER WITH THE REPORT OF BOARD OF DIRECTORS AND AUDITORS' THEREON AND THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY INCLUDING AUDITORS' REPORT THEREON FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022 2 TO APPOINT MR. VARUN JAIPURIA (DIN: Mgmt Against Against 02465412), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT AS A DIRECTOR 3 TO APPOINT MR. RAJ GANDHI (DIN: 00003649), Mgmt Against Against WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR REAPPOINTMENT AS A DIRECTOR 4 TO APPOINT M/S. O P BAGLA & CO. LLP, Mgmt For For CHARTERED ACCOUNTANTS, AS JOINT STATUTORY AUDITORS FOR A TERM OF UPTO 5 (FIVE) YEARS, FIX THEIR REMUNERATION 5 TO APPOINT MR. PRASHANT PURKER (DIN: Mgmt For For 00082481) AS AN INDEPENDENT DIRECTOR 6 TO APPOINT MR. RAHUL SURESH SHINDE (DIN: Mgmt Against Against 07166035) AS A WHOLE-TIME DIRECTOR OF THE COMPANY 7 TO APPROVE PAYMENT OF PROFIT RELATED Mgmt Against Against COMMISSION TO MR. RAVI JAIPURIA, NON-EXECUTIVE CHAIRMAN OF THE COMPANY 8 TO APPROVE RATIFICATION AND AMENDMENTS IN Mgmt Against Against THE 'EMPLOYEES STOCK OPTION SCHEME 2021' OF THE COMPANY 9 TO APPROVE RATIFICATION AND GRANT OF STOCK Mgmt Against Against OPTIONS TO THE EMPLOYEES OF HOLDING, SUBSIDIARY, GROUP OR ASSOCIATE COMPANY(IES) OF THE COMPANY UNDER THE 'EMPLOYEES STOCK OPTION SCHEME 2021' CMMT 08 JUN 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTIONS 4 TO 9. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- DIVI'S LABORATORIES LTD Agenda Number: 714514836 -------------------------------------------------------------------------------------------------------------------------- Security: Y2076F112 Meeting Type: AGM Meeting Date: 30-Aug-2021 Ticker: ISIN: INE361B01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF FINANCIAL STATEMENTS Mgmt For For 2 TO DECLARE DIVIDEND FOR THE FINANCIAL YEAR Mgmt For For 2020-21: TO DECLARE DIVIDEND OF INR 20/- PER EQUITY SHARE OF FACE VALUE INR 2/- EACH (I.E. @ 1000%) FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 3 TO RE-APPOINT DR. KIRAN S. DIVI, WHO Mgmt For For RETIRES BY ROTATION, AS DIRECTOR OF THE COMPANY (DIN: 00006503) 4 TO RE-APPOINT MS. NILIMA PRASAD DIVI, WHO Mgmt For For RETIRES BY ROTATION, AS DIRECTOR OF THE COMPANY (DIN: 06388001) -------------------------------------------------------------------------------------------------------------------------- DIXON TECHNOLOGIES (INDIA) LTD Agenda Number: 714624384 -------------------------------------------------------------------------------------------------------------------------- Security: Y2R8Y5112 Meeting Type: AGM Meeting Date: 28-Sep-2021 Ticker: ISIN: INE935N01020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF FINANCIAL STATEMENTS & REPORTS Mgmt For For 2 DECLARATION OF DIVIDEND: RESOLVED THAT A Mgmt For For DIVIDEND AT THE RATE OF INR 1/- (RUPEE ONE) PER EQUITY SHARE OF INR 2/- (RUPEES TWO) EACH FULLY PAID-UP OF THE COMPANY BE AND IS HEREBY DECLARED FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 AND THE SAME BE PAID AS RECOMMENDED BY THE BOARD OF DIRECTORS OF THE COMPANY, OUT OF THE PROFITS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 3 APPOINTMENT OF MR. SUNIL VACHANI AS A Mgmt For For DIRECTOR LIABLE TO RETIRE BY ROTATION 4 APPOINTMENT OF DR. RAKESH MOHAN AS A Mgmt For For NON-EXECUTIVE AND INDEPENDENT DIRECTOR OF THE COMPANY 5 RE-APPOINTMENT OF MR. SUNIL VACHANI (DIN: Mgmt For For 00025431) AS WHOLE TIME DIRECTOR OF THE COMPANY 6 RE-APPOINTMENT OF MR. ATUL B. LALL AS Mgmt Against Against MANAGING DIRECTOR OF THE COMPANY 7 INCREASE IN THE LIMIT OF MANAGERIAL Mgmt Against Against REMUNERATION PAYABLE TO MR. ATUL B. LALL 8 RATIFICATION OF REMUNERATION TO BE PAID TO Mgmt For For M/S. SATIJA & CO., COST ACCOUNTANTS, COST AUDITORS OF THE COMPANY 9 TO APPROVE RAISING OF FUNDS IN ONE OR MORE Mgmt For For TRANCHES, BY ISSUANCE OF SECURITIES BY WAY OF PRIVATE OFFERINGS, QUALIFIED INSTITUTIONS PLACEMENT(S) AND/OR ANY COMBINATION THEREOF OR ANY OTHER METHOD AS MAY BE PERMITTED UNDER APPLICABLE LAW FOR AN AMOUNT NOT EXCEEDING INR 500 CRORES -------------------------------------------------------------------------------------------------------------------------- EMAMI LTD Agenda Number: 714624396 -------------------------------------------------------------------------------------------------------------------------- Security: Y22891132 Meeting Type: AGM Meeting Date: 29-Sep-2021 Ticker: ISIN: INE548C01032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2021 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON AND THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 2 TO CONFIRM THE PAYMENT OF TWO INTERIM Mgmt For For DIVIDENDS AGGREGATING TO INR 8 PER EQUITY SHARE FOR THE FINANCIAL YEAR 2020-21 3 TO APPOINT A DIRECTOR IN PLACE OF SHRI H. Mgmt Against Against V. AGARWAL (DIN 00150089) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 TO APPOINT A DIRECTOR IN PLACE OF SHRI A. Mgmt Against Against V. AGARWAL (DIN00149717) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 5 TO APPOINT A DIRECTOR IN PLACE OF SHRI R. Mgmt For For S. GOENKA (DIN 00152880) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 6 "RESOLVED THAT PURSUANT TO PROVISIONS OF Mgmt Against Against SECTION 196, 197, 203 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT THEREOF ) READ WITH SCHEDULE V THEREOF, THE ARTICLES OF ASSOCIATION OF THE COMPANY, APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE RECOMMENDATIONS OF NOMINATION & REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS, THE CONSENT OF MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED TO THE RE-APPOINTMENT OF SHRI MOHAN GOENKA (DIN00150034) AS A WHOLE-TIME DIRECTOR OF THE COMPANY FOR THE PERIOD OF FIVE YEARS WITH EFFECT FROM JANUARY 15, 2021 ON THE TERM AND CONDITIONS AS SET OUT IN THE EXPLANATORY STATEMENT ANNEXED TO THIS NOTICE CONVENING THIS MEETING AND AS ENUMERATED IN THE AGREEMENT DATED DECEMBER 28, 2020, WHICH HAS BEEN SUBMITTED TO THIS MEETING AND IS ALSO HEREBY SPECIFICALLY APPROVED." "RESOLVED FURTHER THAT FOR THE PURPOSE OF GIVING EFFECT TO THE AFORESAID RESOLUTION, THE BOARD OF DIRECTORS OF THE COMPANY BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS AND THINGS, AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM NECESSARY, PROPER OR DESIRABLE IN THIS RESPECT." 7 "RESOLVED THAT PURSUANT TO PROVISIONS OF Mgmt Against Against SECTION 196, 197, 203 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT THEREOF ) READ WITH SCHEDULE V THEREOF, THE ARTICLES OF ASSOCIATION OF THE COMPANY, APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE RECOMMENDATIONS OF NOMINATION & REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS, THE CONSENT OF MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED TO THE RE-APPOINTMENT OF SHRI HARSHA VARDHAN AGARWAL (DIN00150089) AS A WHOLE-TIME DIRECTOR OF THE COMPANY FOR THE PERIOD OF FIVE YEARS WITH EFFECT FROM JANUARY 15, 2021 ON THE TERM AND CONDITIONS AS SET OUT IN THE EXPLANATORY STATEMENT ANNEXED TO THIS NOTICE CONVENING THIS MEETING AND AS ENUMERATED IN THE AGREEMENT DATED DECEMBER 28, 2020, WHICH HAS BEEN SUBMITTED TO THIS MEETING AND IS ALSO HEREBY SPECIFICALLY APPROVED." "RESOLVED FURTHER THAT FOR THE PURPOSE OF GIVING EFFECT TO THE AFORESAID RESOLUTION, THE BOARD OF DIRECTORS OF THE COMPANY BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS AND THINGS, AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM NECESSARY, PROPER OR DESIRABLE IN THIS RESPECT." 8 "RESOLVED THAT PURSUANT TO PROVISIONS OF Mgmt For For SECTION 196, 197, 203 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT THEREOF ) READ WITH SCHEDULE V THEREOF, THE ARTICLES OF ASSOCIATION OF THE COMPANY, APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE RECOMMENDATIONS OF NOMINATION & REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS, THE CONSENT OF MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED TO THE RE-APPOINTMENT OF SHRI SUSHIL KUMAR GOENKA (DIN 00149916) AS MANAGING DIRECTOR OF THE COMPANY FOR THE PERIOD OF FIVE YEARS WITH EFFECT FROM JUNE 1, 2021 ON THE TERM AND CONDITIONS AS SET OUT IN THE EXPLANATORY STATEMENT ANNEXED TO THIS NOTICE CONVENING THIS MEETING AND AS ENUMERATED IN THE AGREEMENT DATED MARCH 3, 2021, WHICH HAS BEEN SUBMITTED TO THIS MEETING AND IS ALSO HEREBY SPECIFICALLY APPROVED." RESOLVED FURTHER THAT FOR THE PURPOSE OF GIVING EFFECT TO THE AFORESAID RESOLUTION, THE BOARD OF DIRECTORS OF THE COMPANY BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS AND THINGS, AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM NECESSARY, PROPER OR DESIRABLE IN THIS RESPECT." 9 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For OF SECTION 148 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, READ WITH RULE 14 OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENTS THEREOF, FOR THE TIME BEING IN FORCE), THE CONSENT OF THE COMPANY BE AND IS HEREBY ACCORDED FOR PAYMENT OF REMUNERATION OF INR 1,65,000/- (RUPEES ONE LAC SIXTY FIVE THOUSAND ONLY) PLUS APPLICABLE TAXES AND OUT OF POCKET EXPENSES FOR CONDUCTING AUDIT OF THE COST ACCOUNTING RECORDS OF THE COMPANY FOR THE FINANCIAL YEAR 2021-22 AS MAY BE APPLICABLE TO THE COMPANY TO M/S. V. K. JAIN & CO., COST ACCOUNTANTS (FIRM REGISTRATION NO 00049) WHO WERE REAPPOINTED AS COST AUDITORS OF THE COMPANY BY THE BOARD OF DIRECTORS OF THE COMPANY AT ITS MEETING HELD ON 25TH MAY 2021. RESOLVED FURTHER THAT FOR THE PURPOSE OF GIVING EFFECT TO THE AFORESAID RESOLUTION, THE BOARD OF DIRECTORS OF THE COMPANY BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS AND THINGS, AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM NECESSARY, PROPER OR DESIRABLE FOR GIVING EFFECT TO THIS RESOLUTION." CMMT 07 SEP 2021: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 9. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- EMAMI LTD Agenda Number: 714890705 -------------------------------------------------------------------------------------------------------------------------- Security: Y22891132 Meeting Type: OTH Meeting Date: 08-Dec-2021 Ticker: ISIN: INE548C01032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF DR. (H.C.) CS ADV MAMTA Mgmt For For BINANI (DIN:00462925) AS AN INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- EMAMI LTD Agenda Number: 715195625 -------------------------------------------------------------------------------------------------------------------------- Security: Y22891132 Meeting Type: OTH Meeting Date: 27-Mar-2022 Ticker: ISIN: INE548C01032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTIONS 149, 152 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS), RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND APPROVAL OF THE BOARD OF DIRECTORS, THE CONSENT OF THE MEMBERS OF THE COMPANY BE AND HEREBY ACCORDED TO THE CONTINUATION OF SHRI R. S. AGARWAL (DIN: 00152996), WHO HAS ALREADY ATTAINED THE AGE OF 75 YEARS, HENCEFORTH AS NON-EXECUTIVE DIRECTOR OF THE COMPANY DESIGNATED AS "CHAIRMAN EMERITUS" WITH EFFECT FROM 1ST APRIL, 2022 PURSUANT TO EXPIRY OF HIS CURRENT TENURE AS -EXECUTIVE CHAIRMAN' OF THE COMPANY ON 31ST MARCH, 2022 AND WHOSE OFFICE SHALL HENCEFORTH BE LIABLE TO RETIRE BY ROTATION. RESOLVED FURTHER THAT THE BOARD OF THE DIRECTORS BE AND IS HEREBY AUTHORIZED TO DO ALL ACTS, DEEDS AND THINGS AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM NECESSARY, AS MAY BE DEEMED PROPER AND EXPEDIENT TO GIVE EFFECT TO THIS AFORESAID RESOLUTION AND TO SETTLE ANY QUESTION OR DOUBT THAT MAY ARISE IN THE SAID REGARD 2 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTIONS 149, 152 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS), RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND APPROVAL OF THE BOARD OF DIRECTORS, THE CONSENT OF THE MEMBERS OF THE COMPANY BE AND HEREBY ACCORDED TO THE CONTINUATION OF SHRI R. S. GOENKA (DIN: 00152880), WHO HAS ALREADY ATTAINED THE AGE OF 75 YEARS, HENCEFORTH AS NON-EXECUTIVE DIRECTOR OF THE COMPANY DESIGNATED AS "NON-EXECUTIVE CHAIRMAN", WITH EFFECT FROM 1ST APRIL,2022 PURSUANT TO EXPIRY OF HIS CURRENT TENURE AS *WHOLE TIME DIRECTOR' OF THE COMPANY ON 31ST MARCH,2022 AND WHOSE OFFICE SHALL BE LIABLE TO RETIRE BY ROTATION. RESOLVED FURTHER THAT THE BOARD OF THE DIRECTORS BE AND IS HEREBY AUTHORIZED TO DO ALL ACTS, DEEDS AND THINGS AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM NECESSARY, AS MAY BE DEEMED PROPER AND EXPEDIENT TO GIVE EFFECT TO THIS AFORESAID RESOLUTION AND TO SETTLE ANY QUESTION, DIFFICULTY OR DOUBT THAT MAY ARISE IN THE SAID REGARD 3 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt Against Against SECTIONS 196, 197, 198, 203 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS), RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTRNENT THEREOF FOR THE TIRNE BEING IN FORCE) READ WITH SCHEDULE V THEREOF, APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AND ALL APPLICABLE GUIDELINES ISSUED BY THE CENTRAL GOVERNMENT FROM TIME TO TIME, ARTICLES OF ASSOCIATION OF THE COMPANY AND SUCH OTHER APPROVALS, AS MAY BE NECESSARY, AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND APPROVAL OF THE BOARD OF DIRECTORS, THE CONSENT OF THE MEMBERS OF THE COMPANY BE AND HEREBY ACCORDED TO THE APPOINTMENT OF SHRI SUSHIL KUMAR GOENKA (DIN: 00149916) AS WHOLE TIME DIRECTOR OF THE COMPANY WITH SPECIFIC FUNCTIONS OF OPERATION & PROCUREMENT, WHOSE OFFICE SHALL BE LIABLE TO RETIRE BY ROTATION, FOR A PERIOD OF 4 (FOUR) YEARS W.E.F 1ST APRIL,2022 TO 31STMARCH, 2026, ON THE TERMS AND CONDITIONS INCLUDING REMUNERATION AS SET OUT IN THE EXPLANATORY STATEMENT AND AGREEMENT DATED 10TH FEBRUARY,2022 ENTERED INTO BETWEEN THE COMPANY AND SHRI SUSHI KUMAR GOENKA, WHICH AGREEMENT ALSO BE AND IS HEREBY APPROVED. RESOLVED FURTHER THAT IN THE ABSENCE OR INADEQUACY OF PROFITS IN ANY FINANCIAL YEAR, MINIMUM REMUNERATION PAYABLE SHALL BE DETERMINED IN TERMS OF SCHEDULE V OF THE COMPANIES ACT, 2013. RESOLVED FURTHER THAT THE BOARD OF DIRECTORS (HEREINAFTER REFERRED TO AS "THE BOARD" WHICH TERM SHALL BE DEEMED TO INCLUDE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD) BE AND IS HEREBY AUTHORIZED TO ALTER AND VARY THE TERMS AND CONDITIONS OF THE SAID APPOINTMENT AND / OR REMUNERATION OF SHRI SUSHIL KUMAR GOENKA AS IT MAY DEEM FIT AND AS MAY BE ACCEPTABLE TO HIM, SUBJECT TO THE SAME NOT EXCEEDING THE LIMITS HEREBY SANCTIONED AND WITHIN THE OVERALL CEILING OF MANAGERIAL REMUNERATION PROVIDED UNDER THE COMPANIES ACT, 2013 OR ANY OTHER STATUTE OR SUCH OTHER LIMITS AS MAY BE APPROVED BY THE MEMBERS FROM TIME TO TIME. RESOLVED FURTHER THAT THE BOARD OF THE DIRECTORS BE AND IS HEREBY AUTHORIZED TO DO ALL ACTS, DEEDS AND THINGS AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM NECESSARY, AS MAY BE DEEMED PROPER AND EXPEDIENT TO GIVE EFFECT TO THIS AFORESAID RESOLUTION AND TO SETTLE ANY QUESTION, DIFFICULTY OR DOUBT THAT MAY ARISE IN THE SAID REGARD 4 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTIONS 196, 197, 198, 203 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS), RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) READ WITH THE SCHEDULE V THEREOF, APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AND ALL APPLICABLE GUIDELINES ISSUED BY THE CENTRAL GOVERNMENT FROM TIME TO TIME, ARTICLES OF ASSOCIATION OF THE COMPANY AND SUCH OTHER APPROVALS, AS MAY BE NECESSARY, AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND APPROVAL OF THE BOARD OF DIRECTORS, THE CONSENT OF THE MEMBERS OF THE COMPANY BE AND HEREBY ACCORDED TO THE APPOINTMENT OF SHRI HARSHA VARDHAN AGARWAL (DIN: 00150089) AS MANAGING DIRECTOR OF THE COMPANY DESIGNATED AS "VICE CHAIRMAN CUM MANAGING DIRECTOR" W.E.F 1STAPRIL, 2022, WHOSE OFFICE SHALL BE LIABLE TO RETIRE BY ROTATION, FOR A PERIOD OF 5 (FIVE) YEARS W.E.F 1STAPRIL, 2022 TO 31 ST MARCH, 2027, ON THE TERMS AND CONDITIONS INCLUDING REMUNERATION AS SET OUT IN THE EXPLANATORY STATEMENT AND AGREEMENT DATED 10THFEBRUARY, 2022 ENTERED INTO BETWEEN THE COMPANY AND SHRI HARSHA VARDHAN AGARWAL, WHICH AGREEMENT ALSO BE AND IS HEREBY APPROVED. RESOLVED FURTHER THAT IN THE ABSENCE OR INADEQUACY OF PROFITS IN ANY FINANCIAL YEAR, MINIMUM REMUNERATION PAYABLE SHALL BE DETERMINED IN TERMS OF SCHEDULE V OF THE COMPANIES ACT, 2013. RESOLVED FURTHER THAT THE BOARD OF DIRECTORS (HEREINAFTER REFERRED TO AS "THE BOARD" WHICH TERM SHALL BE DEEMED TO INCLUDE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD) BE AND IS HEREBY AUTHORIZED TO ALTER AND VARY THE TERMS AND CONDITIONS OF THE SAID APPOINTMENT AND / OR REMUNERATION OF SHRI HARSHA VARDHAN AGARWAL A DEEM FIT AND AS MAY BE ACCEPTABLE TO HIM, SUBJECT TO THE SAME NOT EXCEEDING THE LIMITS HEREBY SANCTIONED AND WITHIN THE OVERALL CEILING OF MANAGERIAL REMUNERATION PROVIDED UNDER THE COMPANIES ACT, 2013 OR ANY OTHER STATUTE OR SUCH OTHER LIMITS AS MAY BE APPROVED BY THE MEMBERS FROM TIME TO TIME. RESOLVED FURTHER THAT THE BOARD OF THE DIRECTORS BE AND IS HEREBY AUTHORIZED TO DO ALL ACTS, DEEDS AND THINGS AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM NECESSARY, AS MAY BE DEEMED PROPER AND EXPEDIENT TO GIVE EFFECT TO THIS AFORESAID RESOLUTION AND TO SETTLE ANY QUESTION, DIFFICULTY OR DOUBT THAT MAY ARISE IN THE SAID REGARD 5 RESOLVED THAT IN PARTIAL MODIFICATION OF Mgmt Against Against THE RESOLUTION PASSED BY THE SHAREHOLDERS OF THE COMPANY AT THE ANNUAL GENERAL MEETING HELD ON 29TH SEPTEMBER, 2021 AND PURSUANT TO THE PROVISIONS OF SECTIONS 196, 197, 198, 203 OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS), RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) READ WITH SCHEDULE V THEREOF, APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND ALL APPLICABLE GUIDELINES ISSUED BY THE CENTRAL GOVERNMENT FROM TIME TO TIME, ARTICLES OF ASSOCIATION OF THE COMPANY AND SUCH OTHER APPROVALS, AS MAY BE NECESSARY, AND PURSUANT TO THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND APPROVAL OF THE BOARD OF DIRECTORS, THE CONSENT OF THE MEMBERS OF THE COMPANY BE AND HEREBY ACCORDED TO CHANGE IN DESIGNATION OF SHRI MOHAN GOENKA (DIN: 00150034) AS "VICE-CHAIRMAN CUM WHOLE TIME DIRECTOR" WITH EFFECT FROM 1ST APRIL, 2022 FOR THE REMAINING PERIOD OF HIS EXISTING TENURE ON THE TERMS AND CONDITIONS INCLUDING REMUNERATION AS SET OUT IN THE EXPLANATORY STATEMENT AND SUPPLEMENTARY AGREEMENT DATED 10TH FEBRUARY, 2022 ENTERED INTO BETWEEN THE COMPANY AND SHRI MOHAN GOENKA, WHICH AGREEMENT ALSO BE AND IS HEREBY APPROVED. RESOLVED FURTHER THAT THE REVISED REMUNERATION PAYABLE TO SHRI MOHAN GOENKA FOR HIS REMAINING TENURE FROM 1 ST APRIL,2022 AS SET OUT IN THE EXPLANATORY STATEMENT AND SUPPLEMENTARY AGREEMENT DATED 10TH FEBRUARY,2022 ENTERED INTO BETWEEN THE COMPANY AND SHRI MOHAN GOENKA BE AND IS HEREBY APPROVED. RESOLVED FURTHER THAT IN THE ABSENCE OR INADEQUACY OF PROFITS IN ANY FINANCIAL YEAR, MINIMUM REMUNERATION PAYABLE SHALL BE DETERMINED IN TERMS OF SCHEDULE V OF THE COMPANIES ACT, 2013. RESOLVED FURTHER THAT THE BOARD OF DIRECTORS (HEREINAFTER REFERRED TO AS "THE BOARD" WHICH TERM SHALL BE DEEMED TO INCLUDE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD) BE AND IS HEREBY AUTHORIZED TO ALTER AND VARY THE TELICS OF THE SAID APPOINTMENT AND / OR REMUNERATION OF SHRI MOHAN GOENKA AS IT MAY DEEM FIT AND AS MAY BE ACCEPTABLE TO HIM, SUBJECT TO THE SAME NOT EXCEEDING THE LIMITS HEREBY SANCTIONED AND WITHIN THE OVERALL CEILING OF MANAGERIAL REMUNERATION PRO- VIDED UNDER THE COMPANIES ACT, 2013 OR ANY OTHER STATUTE OR SUCH OTHER LIMITS AS MAY BE APPROVED BY THE MEMBERS FROM TIME TO TIME. RESOLVED FURTHER THAT THE BOARD OF THE DIRECTORS BE AND IS HEREBY AUTHORIZED TO DO ALL ACTS, DEEDS AND THINGS AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM NECESSARY, AS MAY BE DEEMED PROPER AND EXPEDIENT TO GIVE EFFECT TO THIS AFORESAID RESOLUTION AND TO SETTLE ANY QUESTION, DIFFICULTY OR DOUBT THAT MAY ARISE IN THE SAID REGARD -------------------------------------------------------------------------------------------------------------------------- EMAMI LTD Agenda Number: 715693885 -------------------------------------------------------------------------------------------------------------------------- Security: Y22891132 Meeting Type: OTH Meeting Date: 25-Jun-2022 Ticker: ISIN: INE548C01032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 RE-APPOINTMENT OF SHRI C. K. DHANUKA (DIN: Mgmt For For 00005684) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 2 REVISION IN REMUNERATION OF SHRI PRASHANT Mgmt For For GOENKA (DIN 00703389), WHOLE-TIME DIRECTOR OF THE COMPANY CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- FSN E-COMMERCE VENTURES LIMITED Agenda Number: 715051520 -------------------------------------------------------------------------------------------------------------------------- Security: Y2R5BZ117 Meeting Type: OTH Meeting Date: 09-Feb-2022 Ticker: ISIN: INE388Y01029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPROVAL OF ARTICLE 114(A) AND ARTICLE 134 Mgmt Against Against OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 2 RATIFICATION OF THE EMPLOYEE STOCK OPTION Mgmt For For SCHEME - 2012 OF THE COMPANY 3 RATIFICATION TO EXTEND BENEFITS OF EMPLOYEE Mgmt For For STOCK OPTION SCHEME - 2012 TO THE EMPLOYEES OF THE SUBSIDIARY COMPANIES OF THE COMPANY 4 RATIFICATION OF THE FSN EMPLOYEES STOCK Mgmt For For OPTION SCHEME-2017 OF THE COMPANY 5 RATIFICATION TO EXTEND BENEFITS OF FSN Mgmt For For EMPLOYEES STOCK OPTION SCHEME 2017 TO THE EMPLOYEES OF THE SUBSIDIARY COMPANIES OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- FSN E-COMMERCE VENTURES LIMITED Agenda Number: 715538914 -------------------------------------------------------------------------------------------------------------------------- Security: Y2R5BZ117 Meeting Type: OTH Meeting Date: 24-May-2022 Ticker: ISIN: INE388Y01029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPROVAL FOR INCREASE IN BORROWING POWERS Mgmt Against Against OF THE COMPANY UNDER SECTION 180(L)(C) OF THE COMPANIES ACT, 2013 2 APPROVAL FOR CREATION OF CHARGE/MORTGAGE ON Mgmt Against Against THE ASSETS OF THE COMPANY, UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013 3 APPROVAL FOR INCREASE IN LIMITS OF Mgmt Against Against INVESTMENTS / LOANS/ GUARANTEES/SECURIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013 -------------------------------------------------------------------------------------------------------------------------- GLAND PHARMA LIMITED Agenda Number: 714511905 -------------------------------------------------------------------------------------------------------------------------- Security: Y270BD119 Meeting Type: AGM Meeting Date: 26-Aug-2021 Ticker: ISIN: INE068V01023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 "RESOLVED THAT THE AUDITED STANDALONE Mgmt For For FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 INCLUDING THE AUDITED BALANCE SHEET AS AT 31ST MARCH, 2021; THE STATEMENT OF PROFIT & LOSS AND THE CASH FLOW STATEMENT FOR THE YEAR ENDED ON THAT DATE ALONG WITH THE SCHEDULES AND NOTES THERETO AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITOR THEREON AS CIRCULATED TO THE MEMBERS WITH THE NOTICE OF THE ANNUAL GENERAL MEETING AND SUBMITTED TO THIS MEETING BE AND ARE HEREBY CONSIDERED AND ADOPTED." 2 "RESOLVED THAT THE AUDITED CONSOLIDATED Mgmt For For FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 INCLUDING THE AUDITED BALANCE SHEET AS AT 31ST MARCH, 2021; THE STATEMENT OF PROFIT & LOSS AND THE CASH FLOW STATEMENT FOR THE YEAR ENDED ON THAT DATE ALONG WITH THE SCHEDULES AND NOTES THERETO AND THE REPORT OF AUDITOR THEREON AS CIRCULATED TO THE MEMBERS WITH THE NOTICE OF THE ANNUAL GENERAL MEETING AND SUBMITTED TO THIS MEETING BE AND ARE HEREBY CONSIDERED AND ADOPTED." 3 "RESOLVED THAT PURSUANT TO SECTION 152 AND Mgmt For For OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013; MR. SRINIVAS SADU (DIN: 06900659), WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT, BE AND IS HEREBY RE-APPOINTED AS A DIRECTOR OF THE COMPANY LIABLE TO RETIRE BY ROTATION." 4 "RESOLVED THAT PURSUANT TO SECTION 152 AND Mgmt For For OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013; MR. LI DONGMING (DIN: 08047543), WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT, BE AND IS HEREBY RE-APPOINTED AS A DIRECTOR OF THE COMPANY LIABLE TO RETIRE BY ROTATION." 5 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For OF SECTIONS 149, 152, 160 OF THE COMPANIES ACT, 2013; AND THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES, 2014 AND OTHER APPLICABLE LAWS, UPON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS AND ON THE BASIS OF DECLARATION OF INDEPENDENCE SUBMITTED, MS. NAINA LAL KIDWAI (DIN 00017806), WHO WAS APPOINTED AS AN ADDITIONAL DIRECTOR OF THE COMPANY BE AND IS HEREBY APPOINTED AS DIRECTOR AND AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A TERM OF FIVE YEARS WITH EFFECT FROM 17TH MAY, 2021 UP TO 16TH MAY, 2026. RESOLVED FURTHER THAT THE MANAGING DIRECTOR & CEO AND THE COMPANY SECRETARY BE AND ARE HEREBY SEVERALLY AUTHORIZED TO SIGN AND FILE THE REQUIRED FORMS / RETURNS WITH THE MINISTRY OF CORPORATE AFFAIRS AND TO DO ALL ACTS, DEEDS AND THINGS NECESSARY IN THIS REGARD." 6 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For OF SECTIONS 149, 152, 160 OF THE COMPANIES ACT, 2013; AND THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES, 2014 AND OTHER APPLICABLE LAWS, UPON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS, MR. JIA AI ZHANG (DIN 0009170927), WHO WAS APPOINTED AS AN ADDITIONAL DIRECTOR OF THE COMPANY BE AND IS HEREBY APPOINTED AS DIRECTOR OF THE COMPANY, WHO IS LIABLE TO RETIRE BY ROTATION. RESOLVED FURTHER THAT THE MANAGING DIRECTOR & CEO AND THE COMPANY SECRETARY BE AND ARE HEREBY SEVERALLY AUTHORIZED TO SIGN AND FILE THE REQUIRED FORMS / RETURNS WITH THE MINISTRY OF CORPORATE AFFAIRS AND TO DO ALL ACTS, DEEDS AND THINGS NECESSARY IN THIS REGARD." 7 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For OF SECTIONS 149, 152, 160 OF THE COMPANIES ACT, 2013; AND THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES, 2014 AND OTHER APPLICABLE LAWS, UPON THE RECOMMENDATION OF THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS AND ON THE BASIS OF DECLARATION OF INDEPENDENCE SUBMITTED, MR. UDO JOHANNES VETTER (DIN 00707474), BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A TERM OF FIVE YEARS WITH EFFECT FROM 21ST JULY, 2021 UP TO 20TH JULY, 2026. RESOLVED FURTHER THAT THE MANAGING DIRECTOR & CEO AND THE COMPANY SECRETARY BE AND ARE HEREBY SEVERALLY AUTHORIZED TO SIGN AND FILE THE REQUIRED FORMS / RETURNS WITH THE MINISTRY OF CORPORATE AFFAIRS AND TO DO ALL ACTS, DEEDS AND THINGS NECESSARY IN THIS REGARD." 8 "RESOLVED THAT PURSUANT TO SECTION 197, 198 Mgmt For For AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013; PROVISIONS OF REGULATION 17(6)(A) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND THE ARTICLES OF ASSOCIATION OF THE COMPANY; AND IN ADDITION TO THE SITTING FEES BEING PAID/PAYABLE FOR ATTENDING THE MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY AND ITS COMMITTEES THEREOF, THE CONSENT OF THE MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED FOR MAKING A PAYMENT TO MS. NAINA LAL KIDWAI, INDEPENDENT DIRECTOR OF THE COMPANY, FOR A PERIOD OF 3 YEARS COMMENCING FROM THE FINANCIAL YEAR 2021-22, A COMMISSION OF 0.25% ON AUDITED NET PROFITS OF THE COMPANY (COMPUTED IN THE MANNER PROVIDED IN SECTION 198 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013), SUBJECT TO A MAXIMUM OF INR 10 MN PER ANNUM. RESOLVED FURTHER THAT THE MANAGING DIRECTOR & CEO AND THE COMPANY SECRETARY BE AND ARE HEREBY SEVERALLY AUTHORIZED TO SIGN AND FILE THE REQUIRED FORMS / RETURNS WITH THE MINISTRY OF CORPORATE AFFAIRS AND TO DO ALL ACTS, DEEDS AND THINGS NECESSARY IN THIS REGARD." 9 "RESOLVED THAT PURSUANT TO SECTION 197, 198 Mgmt For For AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013; PROVISIONS OF REGULATION 17(6)(A) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND THE ARTICLES OF ASSOCIATION OF THE COMPANY; AND IN ADDITION TO THE SITTING FEES BEING PAID/PAYABLE FOR ATTENDING THE MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY AND ITS COMMITTEES THEREOF, THE CONSENT OF THE MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED FOR MAKING A PAYMENT TO MR. ESSAJI VAHANVATI, INDEPENDENT DIRECTOR OF THE COMPANY, FOR A PERIOD OF 3 YEARS COMMENCING FROM THE FINANCIAL YEAR 2021-22, A COMMISSION OF 0.1% ON AUDITED NET PROFITS OF THE COMPANY (COMPUTED IN THE MANNER PROVIDED IN SECTION 198 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013), SUBJECT TO A MAXIMUM OF INR 2.5 MN PER ANNUM. RESOLVED FURTHER THAT THE MANAGING DIRECTOR & CEO AND THE COMPANY SECRETARY BE AND ARE HEREBY SEVERALLY AUTHORIZED TO SIGN AND FILE THE REQUIRED FORMS / RETURNS WITH THE MINISTRY OF CORPORATE AFFAIRS AND TO DO ALL ACTS, DEEDS AND THINGS NECESSARY IN THIS REGARD." 10 "RESOLVED THAT PURSUANT TO SECTION 197, 198 Mgmt For For AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013; PROVISIONS OF REGULATION 17(6)(A) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND THE ARTICLES OF ASSOCIATION OF THE COMPANY; AND IN ADDITION TO THE SITTING FEES BEING PAID/PAYABLE FOR ATTENDING THE MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY AND ITS COMMITTEES THEREOF, THE CONSENT OF THE MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED FOR MAKING A PAYMENT TO MR. UDO JOHANNES VETTER, INDEPENDENT DIRECTOR OF THE COMPANY, FOR A PERIOD OF 3 YEARS COMMENCING FROM THE FINANCIAL YEAR 2021-22, A COMMISSION OF 0.1% ON AUDITED NET PROFITS OF THE COMPANY (COMPUTED IN THE MANNER PROVIDED IN SECTION 198 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013), SUBJECT TO A MAXIMUM OF INR 2.5 MN PER ANNUM. RESOLVED FURTHER THAT THE MANAGING DIRECTOR & CEO AND THE COMPANY SECRETARY BE AND ARE HEREBY SEVERALLY AUTHORIZED TO SIGN AND FILE THE REQUIRED FORMS / RETURNS WITH THE MINISTRY OF CORPORATE AFFAIRS AND TO DO ALL ACTS, DEEDS AND THINGS NECESSARY IN THIS REGARD." 11 "RESOLVED THAT PURSUANT TO SECTION 197, 198 Mgmt For For AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013; PROVISIONS OF REGULATION 17(6)(A) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND THE ARTICLES OF ASSOCIATION OF THE COMPANY; AND IN ADDITION TO THE SITTING FEES BEING PAID/PAYABLE FOR ATTENDING THE MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY AND ITS COMMITTEES THEREOF, THE CONSENT OF THE MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED FOR MAKING A PAYMENT TO MR. C.S.N. MURTHY, INDEPENDENT DIRECTOR OF THE COMPANY, FOR THE REMAINING PERIOD OF HIS TERM AS AN INDEPENDENT DIRECTOR, COMMENCING FROM THE FINANCIAL YEAR 2021-22, A COMMISSION OF 0.1% ON AUDITED NET PROFITS OF THE COMPANY (COMPUTED IN THE MANNER PROVIDED IN SECTION 198 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013), SUBJECT TO A MAXIMUM OF INR 2.5 MN PER ANNUM. RESOLVED FURTHER THAT THE MANAGING DIRECTOR & CEO AND THE COMPANY SECRETARY BE AND ARE HEREBY SEVERALLY AUTHORIZED TO SIGN AND FILE THE REQUIRED FORMS / RETURNS WITH THE MINISTRY OF CORPORATE AFFAIRS AND TO DO ALL ACTS, DEEDS AND THINGS NECESSARY IN THIS REGARD." -------------------------------------------------------------------------------------------------------------------------- GLAND PHARMA LIMITED Agenda Number: 715279382 -------------------------------------------------------------------------------------------------------------------------- Security: Y270BD119 Meeting Type: OTH Meeting Date: 20-Apr-2022 Ticker: ISIN: INE068V01023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. 1 REAPPOINTMENT OF MR. SRINIVAS SADU (DIN: Mgmt For For 06900659) AS MANAGING DIRECTOR & CEO OF THE COMPANY 2 APPOINTMENT OF MR. YAO FANG (DIN: 09524705) Mgmt For For AS A DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- GODREJ CONSUMER PRODUCTS LTD Agenda Number: 715662183 -------------------------------------------------------------------------------------------------------------------------- Security: Y2732X135 Meeting Type: OTH Meeting Date: 18-Jun-2022 Ticker: ISIN: INE102D01028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 RE-APPOINTMENT OF MS. NDIDI NWUNELI AS AN Mgmt For For INDEPENDENT DIRECTOR (DIN: 07738574) FOR A PERIOD OF FIVE YEARS EFFECTIVE FROM APRIL 1, 2022 -------------------------------------------------------------------------------------------------------------------------- GODREJ PROPERTIES LTD Agenda Number: 714457795 -------------------------------------------------------------------------------------------------------------------------- Security: Y2735G139 Meeting Type: AGM Meeting Date: 03-Aug-2021 Ticker: ISIN: INE484J01027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND ADOPT THE AUDITED Mgmt For For STANDALONE FINANCIAL STATEMENTS AND THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 TOGETHER WITH THE REPORT OF THE BOARD OF DIRECTORS AND REPORT OF THE AUDITORS THEREON AND OTHER REPORTS 2 TO APPOINT A DIRECTOR IN PLACE OF MR. NADIR Mgmt Against Against B. GODREJ (DIN: 00066195), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 3 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt Against Against SECTIONS 196,197, 198 AND 203 READ WITH SCHEDULE V THERETO AND THE RULES MADE THEREUNDER AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 ("THE ACT") AND REGULATION 17(6) AND OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 INCLUDING ANY AMENDMENT(S), STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE AND PURSUANT TO THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND PURSUANT TO THE RECOMMENDATIONS OF THE NOMINATION & REMUNERATION COMMITTEE AND SUCH OTHER APPROVALS, PERMISSIONS AND SANCTIONS AS MAY BE REQUIRED, CONSENT OF THE MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED FOR RE-APPOINTMENT OF MR. PIROJSHA GODREJ (DIN: 00432983) AS THE WHOLE TIME DIRECTOR DESIGNATED AS EXECUTIVE CHAIRMAN OF THE COMPANY FOR A FURTHER PERIOD OF THREE YEARS COMMENCING FROM APRIL 01, 2021 TO MARCH 31, 2024 ON THE REMUNERATION AND THE TERMS AND CONDITIONS AS UNDER (AS SPECIFIED). RESOLVED FURTHER THAT PURSUANT TO THE PROVISIONS OF REGULATION 17(6)(E) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, CONSENT OF THE MEMBERS BE AND IS HEREBY ACCORDED FOR PAYMENT OF REMUNERATION TO MR. PIROJSHA GODREJ (DIN: 00432983), WHOLE TIME DIRECTOR DESIGNATED AS EXECUTIVE CHAIRMAN AS SET OUT ABOVE, NOTWITHSTANDING THAT THE ANNUAL AGGREGATE REMUNERATION PAYABLE TO MR. PIROJSHA GODREJ, EXCEEDS INR 5 CRORE OR 2.5% OF THE NET PROFIT OF THE COMPANY AS CALCULATED UNDER SECTION 198 OF THE COMPANIES ACT, 2013 IN ANY YEAR DURING THE TENURE OF HIS APPOINTMENT AS AN EXECUTIVE CHAIRMAN. RESOLVED FURTHER THAT THE BOARD OF DIRECTORS OF THE COMPANY BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS IN ITS ABSOLUTE DISCRETION, IT MAY CONSIDER NECESSARY, EXPEDIENT OR DESIRABLE FOR GIVING EFFECT TO THE FOREGOING RESOLUTION, AND TO SETTLE ANY QUESTION, OR DOUBT THAT MAY ARISE IN RELATION THERETO 4 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt Against Against SECTIONS 196,197, 198 AND 203 READ WITH SCHEDULE V THERETO AND THE RULES MADE THEREUNDER AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 ("THE ACT") AND PURSUANT TO APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 INCLUDING ANY AMENDMENT(S), STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE AND PURSUANT TO THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND PURSUANT TO THE RECOMMENDATIONS OF THE NOMINATION & REMUNERATION COMMITTEE AND SUCH OTHER APPROVALS, PERMISSIONS AND SANCTIONS AS MAY BE REQUIRED, CONSENT OF THE MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED FOR RE-APPOINTMENT OF MR. MOHIT MALHOTRA (DIN: 07074531) AS A MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER OF THE COMPANY FOR A FURTHER PERIOD OF THREE YEARS COMMENCING FROM APRIL 01, 2021 TO MARCH 31, 2024 ON THE REMUNERATION AND THE TERMS AND CONDITIONS AS UNDER (AS SPECIFIED). RESOLVED FURTHER THAT THE BOARD OF DIRECTORS OF THE COMPANY BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS IN ITS ABSOLUTE DISCRETION, IT MAY CONSIDER NECESSARY, EXPEDIENT OR DESIRABLE FOR GIVING EFFECT TO THE FOREGOING RESOLUTION, AND TO SETTLE ANY QUESTION, OR DOUBT THAT MAY ARISE IN RELATION THERETO 5 RESOLVED THAT FURTHER TO THE RESOLUTION Mgmt Against Against PASSED BY THE MEMBERS ON DECEMBER 11, 2020 GIVING THEIR APPROVAL TO PAY REMUNERATION OF AN AMOUNT NOT EXCEEDING INR 15 CRORE FOR THE FINANCIAL YEAR 2020-21 TO MR. MOHIT MALHOTRA, MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER (DIN:07074531) IN THE ABSENCE OF ADEQUATE PROFITS DURING FY 2020-21 AND PURSUANT TO THE PROVISIONS OF SECTIONS 196, 197, 198 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, INCLUDING ANY STATUTORY MODIFICATION(S) OR REENACTMENT(S) THEREOF ("THE ACT"), READ WITH SCHEDULE V TO THE ACT AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SUBJECT TO ALL OTHER PERMISSIONS, SANCTIONS AND APPROVALS AS MAY BE NECESSARY, AND BASED UPON THE RECOMMENDATION OF THE NOMINATION & REMUNERATION COMMITTEE, CONSENT OF THE MEMBERS BE AND IS HEREBY ACCORDED TO MAKE A FURTHER ADDITIONAL PROVISION OF UP TO INR 40 CRORE TOWARDS LONG TERM INCENTIVE IN THE MANAGERIAL REMUNERATION OF MR. MOHIT MALHOTRA FOR FY 2020-21, WHICH IS FOUND TO BE IN EXCESS OF THE MAXIMUM PERMISSIBLE LIMITS UNDER THE ACT READ WITH SCHEDULE V TO THE ACT DURING THE FINANCIAL YEAR 2020-21 AND WHICH SHALL BE PAID TO HIM IN TWO TRANCHES IN THE FINANCIALS YEARS 2022- 23 AND 2023-24 SUBJECT TO FULFILLMENT OF THRESHOLDS TO BE ACHIEVED IN FINANCIAL YEARS 2021-22 AND 2022-23. RESOLVED FURTHER THAT PURSUANT TO THE PROVISIONS OF SUB-SECTION (10) OF SECTION 197 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE ACT INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF, READ WITH SCHEDULE V TO THE ACT, THE RECOVERY BY THE COMPANY FROM MR. MOHIT MALHOTRA OF AN ADDITIONAL AMOUNT OF UP TO INR 40 CRORE TOWARDS LONG TERM INCENTIVE FOR THE FINANCIAL YEAR 2020-21 AND TO BE PAID IN TWO TRANCHES IN THE FINANCIALS YEARS 2022- 23 AND 2023-24, BEING THE AMOUNT OF REMUNERATION PAYABLE IN EXCESS OF THE ABOVE SAID LIMITS ARISING AS A CONSEQUENCE OF INADEQUACY OF PROFITS, BE AND IS HEREBY WAIVED. RESOLVED FURTHER THAT FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION, INCLUDING MAKING PAYMENT OF LONG TERM INCENTIVE OF AN ADDITIONAL AMOUNT OF UP TO INR 40 CRORE IN THE FINANCIAL YEARS 2022-23 AND 2023-24, EVEN IN THE EVENT OF ABSENCE OR INADEQUACY OF PROFITS IN ANY OF THOSE FINANCIAL YEARS, THE BOARD OF DIRECTORS BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS, AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM NECESSARY, PROPER OR DESIRABLE, WITHOUT BEING REQUIRED TO SEEK ANY FURTHER CONSENT OR APPROVAL OF THE MEMBERS TO THIS END AND INTENT THAT THEY SHALL BE DEEMED TO HAVE GIVEN APPROVAL THERETO EXPRESSLY BY THE AUTHORITY OF THIS RESOLUTION 6 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt Against Against SECTION 62(1)(B) AND ALL OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND THE RULES AND REGULATIONS MADE THEREUNDER, AS AMENDED READ WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014 AND THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AS AMENDED FROM TIME TO TIME AND SUBJECT TO SUCH OTHER APPROVALS, PERMISSIONS AND SANCTIONS AS MAY BE NECESSARY AND REQUIRED AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED OR IMPOSED WHILE GRANTING SUCH APPROVALS, PERMISSIONS AND SANCTIONS, THE CONSENT OF THE MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED TO THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS THE "BOARD", WHICH TERM SHALL BE DEEMED TO INCLUDE ANY COMMITTEE, WHICH THE BOARD HAS CONSTITUTED TO EXERCISE ITS POWERS (INCLUDING THE NOMINATION & REMUNERATION COMMITTEE), INCLUDING THE POWERS CONFERRED UNDER THIS RESOLUTION} TO INCREASE THE QUANTUM OF OPTIONS UNDER THE GODREJ PROPERTIES LIMITED EMPLOYEES STOCK GRANT SCHEME, 2011 (THE "GPL ESGS") BY 5,00,000 OPTIONS, EXERCISABLE INTO NOT MORE THAN 5,00,000 FULLY PAID-UP EQUITY SHARES IN THE COMPANY OF FACE VALUE OF INR 5 EACH (OR SUCH OTHER ADJUSTED FIGURE FOR ANY BONUS, STOCK SPLITS OR CONSOLIDATIONS OR OTHER REORGANIZATION OF THE CAPITAL STRUCTURE OF THE COMPANY AS MAY BE APPLICABLE FROM TIME TO TIME), TO BE CREATED, OFFERED, GRANTED, ISSUED AND ALLOTTED IN ONE OR MORE TRANCHES, AND ON SUCH TERMS AND CONDITIONS AS MAY BE FIXED OR DETERMINED BY THE BOARD IN ACCORDANCE WITH THE PROVISIONS OF APPLICABLE LAW. RESOLVED FURTHER THAT THE TOTAL NUMBER OF OPTIONS UNDER THE GPL ESGS, POST THE INCREASE IN GPL ESGS POOL AS ABOVE, STANDS AT 20,00,000 (TWENTY LAKH ONLY) AND CONSEQUENTLY THE FOLLOWING MODIFICATION BE CARRIED OUT IN THE GPL ESGS: CLAUSE V (I) OF PART C OF THE GPL ESGS TO BE SUBSTITUTED BY THE NEW CLAUSE V (I) AS UNDER: "A TOTAL OF SUCH STOCK GRANTS CONVERTIBLE INTO 20,00,000 SHARES OF FACE VALUE OF INR 5/- EACH OF THE COMPANY, WOULD BE AVAILABLE FOR BEING GRANTED TO THE ELIGIBLE EMPLOYEES ON SUCH TERMS AND CONDITIONS, AT SUCH PRICE AND IN ONE OR MORE TRANCHES AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS/ NOMINATION & REMUNERATION COMMITTEE IN ACCORDANCE WITH APPLICABLE LAWS." RESOLVED FURTHER THAT ALL REFERENCES TO 15,00,000 SHARES APPEARING IN GPL ESGS SHALL BE MODIFIED AND READ AS 20,00,000 SHARES. RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORISED TO TAKE ALL SUCH STEPS AND ACTIONS AS MAY BE REQUIRED TO GIVE EFFECT TO THIS RESOLUTION AND GIVE SUCH DIRECTIONS AS IT MAY IN ITS ABSOLUTE DISCRETION DEEM FIT OR NECESSARY AND TO SETTLE ANY QUESTION THAT MAY ARISE IN THIS REGARD 7 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTION 148 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014 AND THE COMPANIES (COST RECORDS AND AUDIT) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE), THE REMUNERATION PAYABLE TO M/S. R. NANABHOY & CO., COST ACCOUNTANTS, APPOINTED AS COST AUDITORS BY THE BOARD OF DIRECTORS OF THE COMPANY, TO CONDUCT THE AUDIT OF THE COST RECORDS OF THE COMPANY FOR THE FINANCIAL YEAR 2021-22, AMOUNTING TO INR 1,16,000 (RUPEES ONE LAKH SIXTEEN THOUSAND ONLY) EXCLUSIVE OF TAX AND OUT OF POCKET EXPENSES, BE AND IS HEREBY RATIFIED AND CONFIRMED. RESOLVED FURTHER THAT THE BOARD OF DIRECTORS OF THE COMPANY (INCLUDING ITS COMMITTEE THEREOF) BE AND IS HEREBY AUTHORISED TO DO ALL ACTS AND TAKE ALL SUCH STEPS AS MAY BE NECESSARY, PROPER OR EXPEDIENT TO GIVE EFFECT TO THIS RESOLUTION -------------------------------------------------------------------------------------------------------------------------- GODREJ PROPERTIES LTD Agenda Number: 714951072 -------------------------------------------------------------------------------------------------------------------------- Security: Y2735G139 Meeting Type: OTH Meeting Date: 26-Dec-2021 Ticker: ISIN: INE484J01027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. 1 TO APPROVE THE TRANSACTIONS WITH RELATED Mgmt For For PARTIES -------------------------------------------------------------------------------------------------------------------------- GRAPHITE INDIA LTD Agenda Number: 714520372 -------------------------------------------------------------------------------------------------------------------------- Security: Y2851J149 Meeting Type: AGM Meeting Date: 20-Aug-2021 Ticker: ISIN: INE371A01025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 608243 DUE TO SPLITTING OF RESOLUTION 1. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU 1.A TO CONSIDER AND ADOPT: THE AUDITED Mgmt For For FINANCIAL STATEMENT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 1.B TO CONSIDER AND ADOPT: THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 AND THE REPORT OF THE AUDITORS THEREON 2 TO DECLARE DIVIDEND ON EQUITY SHARES FOR Mgmt For For THE FINANCIAL YEAR ENDED 31ST MARCH 2021: DIVIDEND @ RS. 5/- PER SHARE ON 19,53,75,594 EQUITY SHARES OF RS. 2/- EACH FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021 HAS BEEN RECOMMENDED BY THE BOARD OF DIRECTORS 3 TO APPOINT A DIRECTOR IN PLACE OF MR. A V Mgmt Against Against LODHA, (DIN: 00036158) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 TO CONSIDER AND IF THOUGHT FIT, PASS THE Mgmt For For FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT MR J D CURRAVALA (DIN: 00277426), A DIRECTOR LIABLE TO RETIRE BY ROTATION, WHO DOES NOT SEEK RE-ELECTION, BE NOT RE-APPOINTED A DIRECTOR OF THE COMPANY AND THE VACANCY SO CAUSED BE NOT FILLED 5 TO CONSIDER AND IF THOUGHT FIT, TO PASS Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION. RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 148 (3) AND OTHER APPLICABLE PROVISIONS, IF ANY OF THE COMPANIES ACT, 2013 AND COMPANIES (AUDIT & AUDITORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) / OR RE-ENACTMENT (S) THEREOF FOR THE TIME BEING IN FORCE) THE REMUNERATION PAYABLE TO THE COST AUDITORS OF THE VARIOUS DIVISIONS / PLANTS OF THE COMPANY TO CONDUCT THE AUDIT OF THE COST ACCOUNTING RECORDS MAINTAINED FOR THE FINANCIAL YEAR ENDING MARCH 31, 2021 AS APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY, ON THE RECOMMENDATION OF THE AUDIT COMMITTEE AND AS DETAILED HEREUNDER BE AND IS HEREBY RATIFIED 6 TO CONSIDER AND IF THOUGHT FIT, TO PASS Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: RESOLVED THAT PURSUANT TO SECTION 42 AND 71 OF COMPANIES ACT, 2013 AND COMPANIES (PROSPECTUS & ALLOTMENT OF SECURITIES RULES), 2014 AND OTHER APPLICABLE PROVISIONS/RULES OF THE COMPANIES ACT, 2013 AND SUBJECT TO, WHEREVER REQUIRED, THE GUIDELINES AND/OR APPROVAL OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI), THE RESERVE BANK OF INDIA (RBI) AND SUBJECT TO SUCH OTHER APPROVALS AND CONSENTS OF THE CONCERNED AUTHORITIES AS REQUIRED BY LAW, AND SUBJECT TO SUCH CONDITIONS, MODIFICATIONS AND STIPULATIONS AS MAY BE IMPOSED UNDER THE SAID APPROVALS, PERMISSIONS AND CONSENTS AND IN TERMS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE BOARD OF DIRECTORS OF THE COMPANY (BOARD) BE AND IS HEREBY AUTHORISED TO ISSUE AND ALLOT SECURED/UNSECURED, REDEEMABLE, CUMULATIVE/NON-CUMULATIVE, NON-CONVERTIBLE DEBENTURES/ BONDS UP TO RS. 5,000 CRORE OR EQUIVALENT IN ONE OR MORE TRANCHES/SERIES, THROUGH PRIVATE PLACEMENT, IN DOMESTIC AND/ OR IN INTERNATIONAL MARKETS I.E. IN INDIAN RUPEES AND/OR IN FOREIGN CURRENCY FOR SUBSCRIPTION FOR CASH AT PAR ON TERMS AND CONDITIONS BASED ON EVALUATION BY THE BOARD OF MARKET CONDITIONS AS MAY BE PREVALENT FROM TIME TO TIME AS MAY BE DETERMINED AND CONSIDERED PROPER AND MOST BENEFICIAL TO THE COMPANY INCLUDING WITHOUT LIMITATION AS TO WHEN THE AFORESAID SECURITIES ARE TO BE ISSUED, CONSIDERATION, MODE OF PAYMENT, COUPON RATE, REDEMPTION PERIOD, UTILISATION OF THE ISSUE PROCEEDS AND ALL MATTERS CONNECTED THEREWITH OR INCIDENTAL THERETO; PROVIDED THAT THE SAID BORROWING SHALL BE WITHIN THE OVERALL BORROWING LIMITS OF THE COMPANY. FURTHER RESOLVED THAT FOR THE PURPOSE OF GIVING EFFECT TO THIS SPECIAL RESOLUTION, THE BOARD BE AND IS HEREBY AUTHORISED TO ISSUE SUCH DIRECTIONS AS IT MAY THINK FI T AND PROPER, INCLUDING DIRECTIONS FOR SETTLING ALL QUESTIONS AND DIFFICULTIES THAT MAY ARISE IN REGARD TO THE CREATION, OFFER, ISSUE, TERMS AND CONDITIONS OF ISSUE, ALLOTMENT OF THE AFORESAID SECURITIES, NATURE OF SECURITY, IF ANY, APPOINTMENT OF TRUSTEES AND DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS OF WHATSOEVER NATURE AS THE BOARD, IN ITS ABSOLUTE DISCRETION, CONSIDER NECESSARY, EXPEDIENT, USUAL OR PROPER. FURTHER RESOLVED THAT THE BOARD SHALL HAVE THE RIGHT AT ANY TIME TO MODIFY, AMEND ANY OF THE TERMS AND CONDITIONS CONTAINED IN THE OFFER DOCUMENTS, APPLICATION FORMS ETC. NOT-WITHSTANDING THE FACT THAT APPROVAL OF THE CONCERNED AUTHORITIES IN RESPECT THEREOF MAY HAVE BEEN OBTAINED SUBJECT, HOWEVER, TO THE CONDITION THAT ON ANY SUCH CHANGE, MODIFICATION OR AMENDMENT BEING DECIDED UPON BY THE BOARD, OBTAINING REQUISITE APPROVAL, PERMISSION, AUTHORITIES ETC. FROM THE CONCERNED AUTHORITIES IS REQUIRED. FURTHER RESOLVED THAT ALL OR ANY OF THE POWERS AS CONFERRED ON THE BOARD BY THE ABOVE RESOLUTIONS BE EXERCISED BY THE BOARD OR ANY COMMITTEE OR BY ANY DIRECTOR AS THE BOARD MAY AUTHORISE IN THIS BEHALF -------------------------------------------------------------------------------------------------------------------------- GRAPHITE INDIA LTD Agenda Number: 714966100 -------------------------------------------------------------------------------------------------------------------------- Security: Y2851J149 Meeting Type: OTH Meeting Date: 07-Jan-2022 Ticker: ISIN: INE371A01025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MRS. SUDHA KRISHNAN AS AN Mgmt For For INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- GRINDWELL NORTON LTD Agenda Number: 715171536 -------------------------------------------------------------------------------------------------------------------------- Security: Y28896135 Meeting Type: OTH Meeting Date: 16-Mar-2022 Ticker: ISIN: INE536A01023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MR. KRISHNA PRASAD (DIRECTOR Mgmt For For IDENTIFICATION NO. 00130438) AS A DIRECTOR OF THE COMPANY 2 APPOINTMENT OF MR. KRISHNA PRASAD (DIRECTOR Mgmt Against Against IDENTIFICATION NO. 00130438) AS A WHOLE-TIME DIRECTOR OF THE COMPANY 3 APPOINTMENT OF MR. DAVID ERIC MOLHO Mgmt For For (DIRECTOR IDENTIFICATION NO. 09326249) AS A DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- GUJARAT GAS LTD Agenda Number: 714675533 -------------------------------------------------------------------------------------------------------------------------- Security: Y2943Q176 Meeting Type: AGM Meeting Date: 28-Sep-2021 Ticker: ISIN: INE844O01030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 628569 DUE TO RECEIPT OF ADDITIONAL RESOLUTION 9. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS (STANDALONE & CONSOLIDATED) OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 AND THE REPORTS OF THE BOARD OF DIRECTORS TOGETHER WITH THE REPORTS OF STATUTORY AUDITORS AND NIL COMMENTS OF THE COMPTROLLER & AUDITOR GENERAL OF INDIA 2 TO DECLARE DIVIDEND ON EQUITY SHARES FOR Mgmt For For THE FINANCIAL YEAR 2020-21: FINAL DIVIDEND OF RS. 2/- (I.E. 100%) PER SHARE FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2021 3 TO RE-APPOINT SHRI. MILIND TORAWANE, IAS, Mgmt For For (DIN: 03632394), WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR REAPPOINTMENT 4 TO AUTHORISE THE BOARD OF DIRECTORS OF THE Mgmt For For COMPANY TO FIX REMUNERATION OF STATUTORY AUDITORS OF THE COMPANY FOR FINANCIAL YEAR 2021 -22, IN TERMS OF THE PROVISIONS OF SECTION 142 OF COMPANIES ACT, 2013 5 RESOLVED THAT DR. RAJIV KUMAR GUPTA, IAS, Mgmt For For (DIN: 03575316) WHO WAS APPOINTED AS AN ADDITIONAL DIRECTOR PURSUANT TO PROVISIONS OF SECTIONS 149,152, 161 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND QUALIFICATIONS OF DIRECTORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND ARTICLES OF ASSOCIATION OF THE COMPANY AND WHO HOLDS OFFICE UP TO THE DATE OF THIS ANNUAL GENERAL MEETING AND IN RESPECT OF WHOM, THE COMPANY HAS RECEIVED A NOTICE IN WRITING UNDER SECTION 160 OF THE COMPANIES ACT, 2013, FROM A MEMBER PROPOSING HIS CANDIDATURE FOR THE OFFICE OF THE DIRECTOR BE AND IS HEREBY APPOINTED AS A DIRECTOR OF THE COMPANY TILL FURTHER ORDERS BY GOVERNMENT OF GUJARAT IN THIS REGARD, WHO SHALL BE LIABLE TO RETIRE BY ROTATION 6 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTIONS 149, 150, 152 AND ANY OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) READ WITH SCHEDULE IV OF THE COMPANIES ACT, 2013, PROF. YOGESH SINGH, (DIN:06600055) WHO WAS APPOINTED AS AN ADDITIONAL AND INDEPENDENT DIRECTOR OF THE COMPANY UNDER SECTION 161 OF THE COMPANIES ACT, 2013 AND WHO HOLDS OFFICE TILL CONCLUSION OF THIS ANNUAL GENERAL MEETING AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER PROPOSING HIS CANDIDATURE FOR THE OFFICE OF DIRECTOR BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR THE FIRST TERM OF 5 YEARS W.E.F. 15TH AUGUST 2021, SUBJECT TO REVIEW OF ANNUAL PERFORMANCE AND WHOSE TERM OF OFFICE SHALL NOT BE LIABLE TO RETIREMENT BY ROTATION 7 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTIONS 149, 150, 152 AND ANY OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) READ WITH SCHEDULE IV OF THE COMPANIES ACT, 2013, SHRI BHADRESH MEHTA, (DIN: 02625115) WHO WAS APPOINTED AS AN ADDITIONAL AND INDEPENDENT DIRECTOR OF THE COMPANY UNDER SECTION 161 OF THE COMPANIES ACT, 2013 AND WHO HOLDS OFFICE TILL CONCLUSION OF THIS ANNUAL GENERAL MEETING AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER PROPOSING HIS CANDIDATURE FOR THE OFFICE OF DIRECTOR BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR THE FIRST TERM OF 5 YEARS W.E.F. 15TH AUGUST 2021, SUBJECT TO REVIEW OF ANNUAL PERFORMANCE AND WHOSE TERM OF OFFICE SHALL NOT BE LIABLE TO RETIREMENT BY ROTATION 8 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For THE SECTION 148 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, IF ANY, AND THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF, FOR THE TIME BEING IN FORCE), THE REMUNERATION OF M/S. ASHISH BHAVSAR & ASSOCIATES, COST ACCOUNTANTS, (FIRM REGISTRATION NO. 000387) THE COST AUDITORS OF THE COMPANY, (WHOSE APPOINTMENT AND REMUNERATION HAS BEEN RECOMMENDED BY THE AUDIT COMMITTEE AND APPROVED BY THE BOARD OF DIRECTORS), FOR CONDUCTING THE AUDIT OF THE COST RECORDS MAINTAINED BY THE COMPANY FOR THE FINANCIAL YEAR 2021-22, I.E. RS. 1,30,000/- (RUPEES ONE LAC THIRTY THOUSANDS ONLY) + GST AND OUT OF POCKET EXPENSES, IS HEREBY RATIFIED. RESOLVED FURTHER THAT THE BOARD OF DIRECTORS OF THE COMPANY BE AND IS HEREBY AUTHORISED TO DO ALL ACTS AND TO TAKE SUCH STEPS AS MAY BE NECESSARY, PROPER AND EXPEDIENT TO GIVE EFFECT TO THIS RESOLUTION 9 RESOLVED THAT SHRI PANKAJ KUMAR, IAS, (DIN: Mgmt For For 00267528) WHO WAS APPOINTED AS AN ADDITIONAL DIRECTOR AND CHAIRMAN PURSUANT TO PROVISIONS OF SECTIONS 149, 152, 161 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND QUALIFICATIONS OF DIRECTORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND ARTICLES OF ASSOCIATION OF THE COMPANY AND WHO HOLDS OFFICE UP TO THE DATE OF THIS ANNUAL GENERAL MEETING AND IN RESPECT OF WHOM, THE COMPANY HAS RECEIVED A NOTICE IN WRITING UNDER SECTION 160 OF THE COMPANIES ACT, 2013, FROM A MEMBER PROPOSING HIS CANDIDATURE FOR THE OFFICE OF THE DIRECTOR AND CHAIRMAN BE AND IS HEREBY APPOINTED AS A DIRECTOR AND CHAIRMAN OF THE COMPANY TILL FURTHER ORDERS BY GOVERNMENT OF GUJARAT IN THIS REGARD, WHO SHALL BE LIABLE TO RETIRE BY ROTATION CMMT 22 SEP 2021: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 5 AND 9. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- HCL TECHNOLOGIES LTD Agenda Number: 714398333 -------------------------------------------------------------------------------------------------------------------------- Security: Y3121G147 Meeting Type: OTH Meeting Date: 24-Jul-2021 Ticker: ISIN: INE860A01027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 RE-APPOINTMENT OF MS. NISHI VASUDEVA AS AN Mgmt For For INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- HCL TECHNOLOGIES LTD Agenda Number: 714520447 -------------------------------------------------------------------------------------------------------------------------- Security: Y3121G147 Meeting Type: AGM Meeting Date: 27-Aug-2021 Ticker: ISIN: INE860A01027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF FINANCIAL STATEMENTS ALONG WITH Mgmt For For THE REPORTS OF THE BOARD OF DIRECTORS AND OF THE AUDITORS THEREON 2 RE-APPOINTMENT OF MR. SHIKHAR MALHOTRA AS A Mgmt For For DIRECTOR LIABLE TO RETIRE BY ROTATION 3 RE-APPOINTMENT OF MR. DEEPAK KAPOOR AS AN Mgmt For For INDEPENDENT DIRECTOR OF THE COMPANY 4 APPOINTMENT OF MS. VANITHA NARAYANAN AS AN Mgmt For For INDEPENDENT DIRECTOR OF THE COMPANY 5 APPOINTMENT OF MR. C. VIJAYAKUMAR AS A Mgmt For For DIRECTOR OF THE COMPANY 6 APPOINTMENT OF MR. C. VIJAYAKUMAR AS THE Mgmt Against Against MANAGING DIRECTOR OF THE COMPANY 7 APPROVAL FOR PAYMENT OF ADVISORY FEE AND Mgmt Against Against EXTENSION OF FACILITIES & BENEFITS TO SHRI SHIV NADAR AS THE CHAIRMAN EMERITUS AND STRATEGIC ADVISOR TO THE BOARD -------------------------------------------------------------------------------------------------------------------------- HCL TECHNOLOGIES LTD Agenda Number: 714855434 -------------------------------------------------------------------------------------------------------------------------- Security: Y3121G147 Meeting Type: OTH Meeting Date: 28-Nov-2021 Ticker: ISIN: INE860A01027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPROVAL OF 'HCL TECHNOLOGIES LIMITED - Mgmt For For RESTRICTED STOCK UNIT PLAN 2021' AND GRANT OF RESTRICTED STOCK UNITS TO ELIGIBLE EMPLOYEES OF HCL TECHNOLOGIES LIMITED (THE "COMPANY") THEREUNDER 2 GRANT OF RESTRICTED STOCK UNITS TO THE Mgmt For For ELIGIBLE EMPLOYEES OF SUBSIDIARY(IES) AND/OR ASSOCIATE COMPANY(IES) OF HCL TECHNOLOGIES LIMITED (THE "COMPANY") UNDER 'HCL TECHNOLOGIES LIMITED - RESTRICTED STOCK UNIT PLAN 2021' 3 AUTHORIZATION FOR SECONDARY ACQUISITION OF Mgmt For For EQUITY SHARES OF HCL TECHNOLOGIES LIMITED (THE "COMPANY") BY HCL TECHNOLOGIES STOCK OPTIONS TRUST FOR IMPLEMENTATION OF 'HCL TECHNOLOGIES LIMITED - RESTRICTED STOCK UNIT PLAN 2021' AND PROVIDING FINANCIAL ASSISTANCE IN THIS REGARD -------------------------------------------------------------------------------------------------------------------------- HDFC BANK LTD Agenda Number: 714393004 -------------------------------------------------------------------------------------------------------------------------- Security: Y3119P190 Meeting Type: AGM Meeting Date: 17-Jul-2021 Ticker: ISIN: INE040A01034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS (STANDALONE) OF THE BANK FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS (CONSOLIDATED) OF THE BANK FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND THE REPORT OF AUDITORS THEREON 3 TO DECLARE DIVIDEND ON EQUITY SHARES: THE Mgmt For For RESERVE BANK OF INDIA (RBI), VIDE NOTIFICATION DATED DECEMBER 04, 2020, STATED THAT IN VIEW OF THE ONGOING STRESS AND HEIGHTENED UNCERTAINTY ON ACCOUNT OF COVID-19, BANKS SHOULD CONTINUE TO CONSERVE CAPITAL TO SUPPORT THE ECONOMY AND ABSORB LOSSES. THE NOTIFICATION ALSO STATED THAT IN ORDER TO FURTHER STRENGTHEN THE BANKS' BALANCE SHEETS, WHILE AT THE SAME TIME SUPPORT LENDING TO THE REAL ECONOMY, BANKS SHALL NOT MAKE ANY DIVIDEND PAYMENT ON EQUITY SHARES FROM THE PROFITS PERTAINING TO THE FINANCIAL YEAR ENDED MARCH 31, 2020. THE BANK DID NOT DECLARE FINAL DIVIDEND FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020. GIVEN THAT THE CURRENT "SECOND WAVE" HAS SIGNIFICANTLY INCREASED THE NUMBER OF COVID-19 CASES IN INDIA AND UNCERTAINTY REMAINS, THE BOARD OF DIRECTORS OF THE BANK, AT ITS MEETING HELD ON APRIL 17, 2021, HAS CONSIDERED IT PRUDENT TO CURRENTLY NOT PROPOSE DIVIDEND FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021. THE BOARD SHALL REASSESS THE POSITION BASED ON ANY FURTHER GUIDELINES FROM THE RBI IN THIS REGARD 4 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt For For SRIKANTH NADHAMUNI (DIN 02551389), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 5 TO RATIFY THE ADDITIONAL AUDIT FEES TO THE Mgmt For For STATUTORY AUDITORS, MSKA & ASSOCIATES, CHARTERED ACCOUNTANTS 6 TO REVISE THE TERM OF OFFICE OF MSKA & Mgmt For For ASSOCIATES AS STATUTORY AUDITORS OF THE BANK 7 TO APPOINT JOINT STATUTORY AUDITORS: M/S. Mgmt For For M. M. NISSIM & CO. LLP, CHARTERED ACCOUNTANTS (ICAI FIRM REGISTRATION NO. 107122W/W100672) ['M.M. NISSIM & CO. LLP'] 8 IN SUPERSESSION OF THE RESOLUTION OF THE Mgmt For For MEMBERS OF THE BANK PASSED AT THE 22ND AGM DATED JULY 21, 2016, TO APPROVE THE REVISED REMUNERATION OF NON-EXECUTIVE DIRECTORS EXCEPT FOR PART TIME NON-EXECUTIVE CHAIRPERSON 9 TO APPROVE THE RE-APPOINTMENT MR. UMESH Mgmt For For CHANDRA SARANGI (DIN 02040436) AS AN INDEPENDENT DIRECTOR 10 TO APPROVE THE APPOINTMENT MR. ATANU Mgmt For For CHAKRABORTY (DIN 01469375) AS A PART TIME NON-EXECUTIVE CHAIRMAN AND INDEPENDENT DIRECTOR OF THE BANK 11 TO APPROVE THE APPOINTMENT OF DR. (MS.) Mgmt For For SUNITA MAHESHWARI (DIN 01641411) AS AN INDEPENDENT DIRECTOR 12 TO RATIFY AND APPROVE THE RELATED PARTY Mgmt For For TRANSACTIONS WITH HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED 13 TO RATIFY AND APPROVE THE RELATED PARTY Mgmt For For TRANSACTIONS WITH HDB FINANCIAL SERVICES LIMITED 14 TO ISSUE UNSECURED PERPETUAL DEBT Mgmt For For INSTRUMENTS (PART OF ADDITIONAL TIER I CAPITAL), TIER II CAPITAL BONDS AND LONG TERM BONDS (FINANCING OF INFRASTRUCTURE AND AFFORDABLE HOUSING) ON A PRIVATE PLACEMENT BASIS 15 TO CONSIDER AMENDMENT TO THE ESOS-PLAN Mgmt For For D-2007 AS APPROVED BY THE MEMBERS 16 TO CONSIDER AMENDMENT TO THE ESOS-PLAN Mgmt For For E-2010 AS APPROVED BY THE MEMBERS 17 TO CONSIDER AMENDMENT TO THE ESOS-PLAN Mgmt For For F-2013 AS APPROVED BY THE MEMBERS 18 TO CONSIDER AMENDMENT TO THE ESOS-PLAN Mgmt For For G-2016 AS APPROVED BY THE MEMBERS -------------------------------------------------------------------------------------------------------------------------- HINDALCO INDUSTRIES LTD Agenda Number: 714505027 -------------------------------------------------------------------------------------------------------------------------- Security: Y3196V185 Meeting Type: AGM Meeting Date: 23-Aug-2021 Ticker: ISIN: INE038A01020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS (INCLUDING AUDITED CONSOLIDATED FINANCIAL STATEMENTS) FOR THE YEAR ENDED 31ST MARCH, 2021 AND THE REPORT OF THE DIRECTORS AND THE AUDITORS THEREON 2 TO DECLARE DIVIDEND ON EQUITY SHARES OF THE Mgmt For For COMPANY FOR THE YEAR ENDED 31ST MARCH, 2021 3 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt Against Against ASKARAN AGARWALA (DIN:00023684), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR REAPPOINTMENT 4 TO RATIFY THE REMUNERATION OF THE COST Mgmt For For AUDITORS FOR THE FINANCIAL YEAR ENDING 31ST MARCH, 2022 5 TO RE-APPOINT MR. SATISH PAI (DIN: Mgmt Against Against 06646758) AS THE MANAGING DIRECTOR OF THE COMPANY 6 TO RE-APPOINT MR. PRAVEEN KUMAR MAHESHWARI Mgmt Against Against (DIN:00174361) AS WHOLE-TIME DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- HINDUSTAN UNILEVER LTD Agenda Number: 714968495 -------------------------------------------------------------------------------------------------------------------------- Security: Y3222L102 Meeting Type: OTH Meeting Date: 12-Jan-2022 Ticker: ISIN: INE030A01027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' FOR THE RESOLUTION, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 APPOINTMENT OF MS. ASHU SUYASH AS AN Mgmt For For INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS WITH EFFECT FROM 12TH NOVEMBER, 2021 -------------------------------------------------------------------------------------------------------------------------- HONEYWELL AUTOMATION INDIA LTD Agenda Number: 714502487 -------------------------------------------------------------------------------------------------------------------------- Security: Y8547C117 Meeting Type: AGM Meeting Date: 18-Aug-2021 Ticker: ISIN: INE671A01010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER, AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON 2 TO DECLARE FINAL DIVIDEND OF INR 85/- Mgmt For For (RUPEES EIGHTY-FIVE ONLY) PER EQUITY SHARE FOR THE FINANCIAL YEAR 2020-21 3 TO CONSIDER APPOINTING A DIRECTOR IN PLACE Mgmt For For OF MR. ASHISH MODI (DIN: 07680512) WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT 4 TO APPROVE APPOINTMENT OF MR. ATUL PAI AS A Mgmt For For DIRECTOR OF THE COMPANY (DIN: 02704506) 5 TO APPROVE APPOINTMENT OF DR. GANESH Mgmt For For NATARAJAN AS AN INDEPENDENT DIRECTOR OF THE COMPANY (DIN: 00176393) 6 TO APPROVE RE-APPOINTMENT OF MR. ASHISH Mgmt Against Against GAIKWAD AS THE MANAGING DIRECTOR OF THE COMPANY (DIN: 07585079) 7 TO RATIFY REMUNERATION OF COST AUDITOR Mgmt For For -------------------------------------------------------------------------------------------------------------------------- HOUSING DEVELOPMENT FINANCE CORP LTD Agenda Number: 714478268 -------------------------------------------------------------------------------------------------------------------------- Security: Y37246207 Meeting Type: AGM Meeting Date: 20-Jul-2021 Ticker: ISIN: INE001A01036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 577313 DUE TO SPLITTING OF RESOLUTION 1. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU. 1.A TO RECEIVE, CONSIDER AND ADOPT: THE AUDITED Mgmt For For FINANCIAL STATEMENTS OF THE CORPORATION FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 1.B TO RECEIVE, CONSIDER AND ADOPT: THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON 2 TO DECLARE DIVIDEND ON EQUITY SHARES FOR Mgmt For For THE FINANCIAL YEAR ENDED MARCH 31, 2021 3 TO APPOINT A DIRECTOR IN PLACE OF MR. KEKI Mgmt For For M. MISTRY (DIN:00008886), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 "RESOLVED THAT PURSUANT TO THE APPLICABLE Mgmt For For PROVISIONS OF THE COMPANIES ACT, 2013, THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND ANY OTHER RULES FRAMED THEREUNDER, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, INCLUDING ANY AMENDMENT, MODIFICATION, VARIATION OR RE-ENACTMENT THEREOF AND THE ARTICLES OF ASSOCIATION OF THE CORPORATION, APPROVAL OF THE MEMBERS OF THE CORPORATION BE AND IS HEREBY ACCORDED TO REVISE THE RANGE OF SALARY PAYABLE TO MS. RENU SUD KARNAD (DIN:00008064), MANAGING DIRECTOR OF THE CORPORATION SUCH THAT THE UPPER LIMIT OF THE SALARY PAYABLE TO HER BE INCREASED FROM INR 27,00,000 PER MONTH TO INR 36,00,000 PER MONTH, WITH EFFECT FROM JANUARY 1, 2021, WITH AUTHORITY TO THE BOARD OF DIRECTORS OF THE CORPORATION (HEREINAFTER REFERRED TO AS THE 'BOARD' WHICH TERM SHALL BE DEEMED TO INCLUDE THE NOMINATION AND REMUNERATION COMMITTEE OF DIRECTORS DULY CONSTITUTED BY THE BOARD TO EXERCISE ITS POWERS CONFERRED BY THIS RESOLUTION), TO DETERMINE HER SALARY, FROM TIME TO TIME, WITHIN THE AFORESAID LIMIT." "RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORISED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS MAY BE REQUIRED, WITH POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN RELATION TO THE ABOVE AS IT MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DELEGATE ALL OR ANY OF ITS POWERS HEREIN CONFERRED TO ANY COMMITTEE OF DIRECTORS AND/OR DIRECTOR(S) AND/OR OFFICER(S) OF THE CORPORATION, TO GIVE EFFECT TO THIS RESOLUTION." 5 "RESOLVED THAT PURSUANT TO THE APPLICABLE Mgmt For For PROVISIONS OF THE COMPANIES ACT, 2013, THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND ANY OTHER RULES FRAMED THEREUNDER, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, INCLUDING ANY AMENDMENT, MODIFICATION, VARIATION OR RE-ENACTMENT THEREOF AND THE ARTICLES OF ASSOCIATION OF THE CORPORATION, APPROVAL OF THE MEMBERS OF THE CORPORATION BE AND IS HEREBY ACCORDED TO REVISE THE RANGE OF SALARY PAYABLE TO MR. V. SRINIVASA RANGAN (DIN:00030248), WHOLE-TIME DIRECTOR (DESIGNATED AS 'EXECUTIVE DIRECTOR') OF THE CORPORATION SUCH THAT THE UPPER LIMIT OF THE SALARY PAYABLE TO HIM BE INCREASED FROM INR 20,00,000 PER MONTH TO INR 30,00,000 PER MONTH, WITH EFFECT FROM JANUARY 1, 2021, WITH AUTHORITY TO THE BOARD OF DIRECTORS OF THE CORPORATION (HEREINAFTER REFERRED TO AS THE 'BOARD' WHICH TERM SHALL BE DEEMED TO INCLUDE THE NOMINATION AND REMUNERATION COMMITTEE OF DIRECTORS DULY CONSTITUTED BY THE BOARD TO EXERCISE ITS POWERS CONFERRED BY THIS RESOLUTION), TO DETERMINE HIS SALARY, FROM TIME TO TIME, WITHIN THE AFORESAID LIMIT." "RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORISED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS MAY BE REQUIRED, WITH POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN RELATION TO THE ABOVE AS IT MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DELEGATE ALL OR ANY OF ITS POWERS HEREIN CONFERRED TO ANY COMMITTEE OF DIRECTORS AND/OR DIRECTOR(S) AND/OR OFFICER(S) OF THE CORPORATION, TO GIVE EFFECT TO THIS RESOLUTION." 6 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For OF SECTIONS 196, 203 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS THE 'ACT'), THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND ANY OTHER RULES FRAMED THEREUNDER READ WITH SCHEDULE V TO THE ACT, INCLUDING ANY AMENDMENT, MODIFICATION, VARIATION OR RE-ENACTMENT THEREOF AND THE ARTICLES OF ASSOCIATION OF THE CORPORATION, AND IN PARTIAL MODIFICATION OF THE RESOLUTION PASSED BY THE MEMBERS OF THE CORPORATION AT THE 41ST ANNUAL GENERAL MEETING OF THE CORPORATION HELD ON JULY 30, 2018, APPROVAL OF THE MEMBERS OF THE CORPORATION BE AND IS HEREBY ACCORDED TO THE RE-APPOINTMENT OF MR. KEKI M. MISTRY (DIN:00008886) AS THE MANAGING DIRECTOR (DESIGNATED AS 'VICE CHAIRMAN & CHIEF EXECUTIVE OFFICER') OF THE CORPORATION FOR A PERIOD OF 3 (THREE) YEARS WITH EFFECT FROM MAY 7, 2021, WHO SHALL BE LIABLE TO RETIRE BY ROTATION, UPON THE TERMS AND CONDITIONS INCLUDING THOSE RELATING TO REMUNERATION MORE SPECIFICALLY SET OUT IN THE STATEMENT PURSUANT TO SECTION 102(1) OF THE ACT, ANNEXED TO THIS NOTICE." "RESOLVED FURTHER THAT THE BOARD OF DIRECTORS (HEREINAFTER REFERRED TO AS THE 'BOARD' WHICH TERM SHALL BE DEEMED TO INCLUDE THE NOMINATION AND REMUNERATION COMMITTEE OF DIRECTORS DULY CONSTITUTED BY THE BOARD TO EXERCISE ITS POWERS CONFERRED BY THIS RESOLUTION) BE AND IS HEREBY AUTHORISED TO ALTER AND VARY THE TERMS AND CONDITIONS OF THE SAID RE-APPOINTMENT INCLUDING AUTHORITY, FROM TIME TO TIME, TO DETERMINE THE AMOUNT OF SALARY AND COMMISSION AS ALSO THE NATURE AND AMOUNT OF PERQUISITES, OTHER BENEFITS AND ALLOWANCES PAYABLE TO MR. KEKI M. MISTRY IN SUCH MANNER AS MAY BE AGREED TO BETWEEN THE BOARD AND MR. KEKI M. MISTRY, SUBJECT TO THE MAXIMUM LIMIT APPROVED BY THE MEMBERS OF THE CORPORATION IN THIS REGARD AND THE LIMITS PRESCRIBED UNDER SECTION 197 OF THE ACT INCLUDING ANY AMENDMENT, MODIFICATION, VARIATION OR RE-ENACTMENT THEREOF AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS MAY BE REQUIRED IN RELATION TO THE SAID RE-APPOINTMENT AS IT MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT, TO GIVE EFFECT TO THIS RESOLUTION." 7 "RESOLVED THAT PURSUANT TO REGULATION 23 OF Mgmt For For THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (HEREINAFTER REFERRED TO AS 'LISTING REGULATIONS'), SECTION 188 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (MEETINGS OF BOARD AND ITS POWERS) RULES, 2014 AND ANY OTHER APPLICABLE PROVISIONS, INCLUDING ANY AMENDMENT, MODIFICATION, VARIATION OR RE-ENACTMENT THEREOF, THE MEMBERS OF THE CORPORATION DO HEREBY ACCORD THEIR APPROVAL TO THE BOARD OF DIRECTORS OF THE CORPORATION (HEREINAFTER REFERRED TO AS THE 'BOARD' WHICH TERM SHALL BE DEEMED TO INCLUDE ANY COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY THE BOARD, FROM TIME TO TIME, TO EXERCISE ITS POWERS CONFERRED BY THIS RESOLUTION), FOR CARRYING OUT AND/OR CONTINUING WITH ARRANGEMENTS AND TRANSACTIONS (WHETHER BY WAY OF AN INDIVIDUAL TRANSACTION OR TRANSACTIONS TAKEN TOGETHER OR SERIES OF TRANSACTIONS OR OTHERWISE) FROM THE CONCLUSION OF THIS ANNUAL GENERAL MEETING TILL THE CONCLUSION OF THE 45TH ANNUAL GENERAL MEETING OF THE CORPORATION, WITH HDFC BANK LIMITED ('HDFC BANK'), BEING A RELATED PARTY, WHETHER BY WAY OF RENEWAL(S) OR EXTENSION(S) OR MODIFICATION(S) OF EARLIER ARRANGEMENTS/ TRANSACTIONS OR AS A FRESH AND INDEPENDENT TRANSACTION OR OTHERWISE INCLUDING BANKING TRANSACTIONS, TRANSACTIONS FOR (I) SOURCING OF HOME LOANS FOR THE CORPORATION BY HDFC BANK AGAINST THE CONSIDERATION OF THE COMMISSION AGREED UPON OR AS MAY BE MUTUALLY AGREED UPON FROM TIME TO TIME, (II) ASSIGNMENT/SECURITISATION OF SUCH PERCENTAGE OF HOME LOAN SOURCED BY HDFC BANK OR OTHERS, AGREED UPON OR AS MAY BE MUTUALLY AGREED UPON FROM TIME TO TIME, (III) SERVICING OF HOME LOANS ASSIGNED/SECURITISED AGAINST THE CONSIDERATION AGREED UPON OR AS MAY BE MUTUALLY AGREED UPON, FROM TIME TO TIME, (IV) ANY TRANSACTION(S) WITH HDFC BANK FOR THE SALE OF SECURITIES HELD BY THE CORPORATION IN ANY OF ITS SUBSIDIARY AND/OR ASSOCIATE COMPANIES WITH SUCH RIGHTS AND SUBJECT TO THE TERMS AND CONDITIONS INCLUDING SUCH CONSIDERATION AS MAY BE MUTUALLY AGREED BETWEEN THE CORPORATION AND HDFC BANK SUBJECT TO A MAXIMUM LIMIT OF 5% OF THE PAID-UP SHARE CAPITAL OF THE CONCERNED COMPANY, AND (V) ANY OTHER TRANSACTIONS INCLUDING THOSE AS MAY BE DISCLOSED IN THE NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE RELEVANT PERIOD, NOTWITHSTANDING THAT ALL THESE TRANSACTIONS IN AGGREGATE, MAY EXCEED THE LIMITS PRESCRIBED UNDER THE LISTING REGULATIONS OR ANY OTHER MATERIALITY THRESHOLD AS MAY BE APPLICABLE, FROM TIME TO TIME." "RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORISED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS MAY BE REQUIRED, WITH POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN RELATION TO THE ABOVE AS IT MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DELEGATE ALL OR ANY OF ITS POWERS HEREIN CONFERRED TO ANY COMMITTEE OF DIRECTORS AND/OR DIRECTOR(S) AND/OR OFFICER(S) OF THE CORPORATION, TO GIVE EFFECT TO THIS RESOLUTION." 8 "RESOLVED THAT IN SUPERSESSION OF THE Mgmt For For RESOLUTION PASSED BY THE MEMBERS OF THE CORPORATION AT THE 41ST ANNUAL GENERAL MEETING OF THE CORPORATION HELD ON JULY 30, 2018, THE APPROVAL OF THE MEMBERS OF THE CORPORATION BE AND IS HEREBY ACCORDED UNDER THE PROVISIONS OF SECTION 180(1)(C) AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, THE RULES MADE THEREUNDER, INCLUDING ANY AMENDMENT, MODIFICATION, VARIATION OR RE-ENACTMENT THEREOF AND THE ARTICLES OF ASSOCIATION OF THE CORPORATION, TO THE BOARD OF DIRECTORS OF THE CORPORATION (HEREINAFTER REFERRED TO AS THE 'BOARD' WHICH TERM SHALL BE DEEMED TO INCLUDE ANY COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY THE BOARD, FROM TIME TO TIME, TO EXERCISE ITS POWERS CONFERRED BY THIS RESOLUTION) TO BORROW, FROM TIME TO TIME, SUCH SUM OR SUMS OF MONEY AS IT MAY DEEM NECESSARY FOR THE PURPOSE OF THE BUSINESS OF THE CORPORATION INTER ALIA BY WAY OF LOAN/ FINANCIAL ASSISTANCE FROM VARIOUS BANK(S), FINANCIAL INSTITUTION(S) AND/OR OTHER LENDER(S), ISSUE OF DEBENTURES/ BONDS OR OTHER DEBT INSTRUMENTS EITHER IN RUPEE OR ANY OTHER CURRENCY, WITH OR WITHOUT SECURITY, WHETHER IN INDIA OR ABROAD, ISSUE OF COMMERCIAL PAPERS, EXTERNAL COMMERCIAL BORROWINGS AND THROUGH ACCEPTANCE OF DEPOSITS AND/ OR INTER CORPORATE DEPOSITS ON SUCH TERMS AND CONDITIONS AS THE BOARD AT ITS SOLE DISCRETION MAY DEEM FIT, NOTWITHSTANDING THAT THE MONIES TO BE BORROWED TOGETHER WITH THE MONIES ALREADY BORROWED BY THE CORPORATION (APART FROM TEMPORARY LOANS OBTAINED FROM THE CORPORATION'S BANKERS IN THE ORDINARY COURSE OF BUSINESS) AND REMAINING OUTSTANDING AT ANY POINT OF TIME SHALL EXCEED THE AGGREGATE OF THE PAID-UP SHARE CAPITAL OF THE CORPORATION, ITS FREE RESERVES AND SECURITIES PREMIUM; PROVIDED THAT THE TOTAL AMOUNT UP TO WHICH MONIES MAY BE BORROWED BY THE BOARD AND WHICH SHALL REMAIN OUTSTANDING AT ANY GIVEN POINT OF TIME SHALL NOT EXCEED INR 6,00,000 CRORE (RUPEES SIX LAC CRORE ONLY)." "RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY EMPOWERED AND AUTHORISED TO ARRANGE OR FINALISE THE TERMS AND CONDITIONS OF ALL SUCH BORROWINGS, FROM TIME TO TIME, VIZ. TERMS AS TO INTEREST, REPAYMENT, SECURITY OR OTHERWISE AS IT MAY DEEM FIT AND TO SIGN AND EXECUTE ALL SUCH DOCUMENTS, AGREEMENTS AND WRITINGS AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE DEEMED FIT AND TO DELEGATE ALL OR ANY OF ITS POWERS HEREIN CONFERRED TO ANY COMMITTEE OF DIRECTORS AND/OR DIRECTOR(S) AND/OR OFFICER(S) OF THE CORPORATION, TO GIVE EFFECT TO THIS RESOLUTION." 9 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For OF SECTIONS 42, 71 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, RESERVE BANK OF INDIA (RBI) MASTER DIRECTION - NON- BANKING FINANCIAL COMPANY - HOUSING FINANCE COMPANY (RESERVE BANK) DIRECTIONS, 2021 (RBI-HFC DIRECTIONS, 2021), RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, INCLUDING ANY AMENDMENT, MODIFICATION, VARIATION OR RE-ENACTMENT THEREOF AND OTHER APPLICABLE GUIDELINES, DIRECTIONS OR LAWS, THE APPROVAL OF THE MEMBERS OF THE CORPORATION BE AND IS HEREBY ACCORDED TO THE BOARD OF DIRECTORS OF THE CORPORATION (HEREINAFTER REFERRED TO AS THE 'BOARD' WHICH TERM SHALL BE DEEMED TO INCLUDE ANY COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY THE BOARD, FROM TIME TO TIME, TO EXERCISE ITS POWERS CONFERRED BY THIS RESOLUTION), TO ISSUE REDEEMABLE NON- CONVERTIBLE DEBENTURES (NCDS) SECURED OR UNSECURED AND/OR ANY OTHER HYBRID INSTRUMENTS (NOT IN THE NATURE OF EQUITY SHARES) WHICH MAY OR MAY NOT BE CLASSIFIED AS BEING TIER II CAPITAL UNDER THE PROVISIONS OF THE RBI-HFC DIRECTIONS, 2021, FOR CASH EITHER AT PAR OR PREMIUM OR AT A DISCOUNT TO THE FACE VALUE, FOR AN AGGREGATE AMOUNT NOT EXCEEDING INR 1,25,000 CRORE (RUPEES ONE LAC TWENTY FIVE THOUSAND CRORE ONLY) UNDER ONE OR MORE SHELF DISCLOSURE DOCUMENT(S) AND/OR UNDER ONE OR MORE LETTER(S) OF OFFER AS MAY BE ISSUED BY THE CORPORATION AND IN ONE OR MORE SERIES, DURING A PERIOD OF ONE YEAR COMMENCING FROM THE DATE OF THIS ANNUAL GENERAL MEETING, ON A PRIVATE PLACEMENT BASIS AND ON SUCH TERMS AND CONDITIONS AS THE BOARD MAY DEEM FIT AND APPROPRIATE FOR EACH SERIES, AS THE CASE MAY BE; PROVIDED HOWEVER THAT THE BORROWINGS INCLUDING BY WAY OF ISSUE OF NCDS AND/OR ANY OTHER HYBRID INSTRUMENTS SHALL BE WITHIN THE OVERALL LIMIT OF BORROWINGS AS APPROVED BY THE MEMBERS OF THE CORPORATION, FROM TIME TO TIME." "RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORISED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND EXECUTE ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS MAY BE REQUIRED, WITH POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN RELATION TO THE ABOVE AS IT MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT AND TO DELEGATE ALL OR ANY OF ITS POWERS HEREIN CONFERRED TO ANY COMMITTEE OF DIRECTORS AND/OR DIRECTOR(S) AND/OR OFFICER(S) OF THE CORPORATION, TO GIVE EFFECT TO THIS RESOLUTION." -------------------------------------------------------------------------------------------------------------------------- HOUSING DEVELOPMENT FINANCE CORP LTD Agenda Number: 714729348 -------------------------------------------------------------------------------------------------------------------------- Security: Y37246207 Meeting Type: OTH Meeting Date: 10-Nov-2021 Ticker: ISIN: INE001A01036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 TO CONSIDER, AND IF THOUGHT FIT, TO PASS Mgmt For For THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION FOR THE APPOINTMENT OF MR. RAJESH NARAIN GUPTA AS AN INDEPENDENT DIRECTOR OF THE CORPORATION 2 TO CONSIDER, AND IF THOUGHT FIT, TO PASS Mgmt For For THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION FOR THE APPOINTMENT OF MR. P. R. RAMESH AS A DIRECTOR (NON-EXECUTIVE NON-INDEPENDENT) OF THE CORPORATION 3 TO CONSIDER, AND IF THOUGHT FIT, TO PASS Mgmt For For THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION FOR THE APPOINTMENT OF MESSRS S.R. BATLIBOI & CO. LLP AS ONE OF THE JOINT STATUTORY AUDITORS AND TO FIX THEIR REMUNERATION 4 TO CONSIDER, AND IF THOUGHT FIT, TO PASS Mgmt For For THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION FOR THE APPOINTMENT OF MESSRS G. M. KAPADIA & CO., AS ONE OF THE JOINT STATUTORY AUDITORS AND TO FIX THEIR REMUNERATION -------------------------------------------------------------------------------------------------------------------------- HOUSING DEVELOPMENT FINANCE CORP LTD Agenda Number: 715760802 -------------------------------------------------------------------------------------------------------------------------- Security: Y37246207 Meeting Type: AGM Meeting Date: 30-Jun-2022 Ticker: ISIN: INE001A01036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT: (A) THE Mgmt For For AUDITED FINANCIAL STATEMENTS OF THE CORPORATION FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON AND (B) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON 2 TO DECLARE DIVIDEND ON EQUITY SHARES FOR Mgmt For For THE FINANCIAL YEAR ENDED MARCH 31, 2022 3 TO APPOINT A DIRECTOR IN PLACE OF MR. V. Mgmt For For SRINIVASA RANGAN (DIN: 00030248), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 TO FIX THE ANNUAL REMUNERATION OF MESSRS Mgmt For For S.R. BATLIBOI & CO. LLP, CHARTERED ACCOUNTANTS (FIRM REGISTRATION NO. 301003E/E300005 ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA), JOINT STATUTORY AUDITORS OF THE CORPORATION AT INR 3,15,00,000 (RUPEES THREE CRORE FIFTEEN LAC ONLY) PLUS APPLICABLE TAXES AND REIMBURSEMENT OF OUT OF POCKET EXPENSES INCURRED BY THEM IN CONNECTION WITH THE STATUTORY AUDIT OF THE ACCOUNTS OF THE CORPORATION FOR THE FINANCIAL YEAR 2022-23 AND FOR SUCH YEARS THEREAFTER TILL THE SAME IS REVISED, SUBJECT TO FULFILLMENT OF THE ELIGIBILITY NORMS BY SUCH JOINT STATUTORY AUDITORS IN EACH FINANCIAL YEAR OF THEIR APPOINTMENT 5 TO FIX THE ANNUAL REMUNERATION OF MESSRS G. Mgmt For For M. KAPADIA & CO., CHARTERED ACCOUNTANTS (FIRM REGISTRATION NO. 104767W ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA), JOINT STATUTORY AUDITORS OF THE CORPORATION AT INR 2,10,00,000 (RUPEES TWO CRORE TEN LAC ONLY) PLUS APPLICABLE TAXES AND REIMBURSEMENT OF OUT OF POCKET EXPENSES INCURRED BY THEM IN CONNECTION WITH THE STATUTORY AUDIT OF THE ACCOUNTS OF THE CORPORATION FOR THE FINANCIAL YEAR 2022-23 AND FOR SUCH YEARS THEREAFTER TILL THE SAME IS REVISED, SUBJECT TO THE FULFILLMENT OF THE ELIGIBILITY NORMS BY SUCH JOINT STATUTORY AUDITORS IN EACH FINANCIAL YEAR OF THEIR APPOINTMENT 6 TO CONSIDER, AND IF THOUGHT FIT, TO PASS Mgmt For For THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION FOR RE-APPOINTMENT OF MR. DEEPAK S. PAREKH, AS A NON-EXECUTIVE DIRECTOR OF THE CORPORATION: 7 TO CONSIDER, AND IF THOUGHT FIT, TO PASS Mgmt For For THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION FOR RE-APPOINTMENT OF MS. RENU SUD KARNAD AS THE MANAGING DIRECTOR OF THE CORPORATION: 8 TO CONSIDER, AND IF THOUGHT FIT, TO PASS Mgmt For For THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION FOR APPROVAL OF RELATED PARTY TRANSACTIONS WITH HDFC BANK LIMITED, AN ASSOCIATE COMPANY OF THE CORPORATION: 9 TO CONSIDER, AND IF THOUGHT FIT, TO PASS Mgmt For For THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION FOR APPROVAL OF RELATED PARTY TRANSACTIONS WITH HDFC LIFE INSURANCE COMPANY LIMITED, AN ASSOCIATE COMPANY OF THE CORPORATION: 10 TO CONSIDER, AND IF THOUGHT FIT, TO PASS Mgmt For For THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION FOR ISSUANCE OF REDEEMABLE NON-CONVERTIBLE DEBENTURES AND/OR OTHER HYBRID INSTRUMENTS ON A PRIVATE PLACEMENT BASIS: CMMT 09 JUN 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- ICICI BANK LTD Agenda Number: 714503542 -------------------------------------------------------------------------------------------------------------------------- Security: Y3860Z132 Meeting Type: AGM Meeting Date: 20-Aug-2021 Ticker: ISIN: INE090A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF FINANCIAL STATEMENTS FOR THE Mgmt For For FINANCIAL YEAR ENDED MARCH 31, 2021 2 DECLARATION OF DIVIDEND ON EQUITY SHARES: A Mgmt For For DIVIDEND OF INR 2 PER EQUITY SHARE FOR THE YEAR ENDED MARCH 31, 2021 (YEAR ENDED MARCH 31, 2020: NIL) 3 RE-APPOINTMENT OF MR. SANDEEP BAKHSHI (DIN: Mgmt For For 00109206), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 APPOINTMENT OF M/S MSKA & ASSOCIATES, Mgmt For For CHARTERED ACCOUNTANTS (REGISTRATION NO. 105047W) AS ONE OF THE JOINT STATUTORY AUDITORS OF THE BANK 5 APPOINTMENT OF M/S KHIMJI KUNVERJI & CO Mgmt For For LLP, CHARTERED ACCOUNTANTS (REGISTRATION NO. 105146W/W100621) AS ONE OF THE JOINT STATUTORY AUDITORS OF THE BANK 6 REVISION IN REMUNERATION OF MR. SANDEEP Mgmt For For BAKHSHI (DIN: 00109206), MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER 7 REVISION IN REMUNERATION OF MS. VISHAKHA Mgmt For For MULYE (DIN: 00203578), EXECUTIVE DIRECTOR 8 REVISION IN REMUNERATION OF MR. SANDEEP Mgmt For For BATRA (DIN: 03620913), EXECUTIVE DIRECTOR 9 REVISION IN REMUNERATION OF MR. ANUP BAGCHI Mgmt For For (DIN: 00105962), EXECUTIVE DIRECTOR 10 RE-APPOINTMENT OF MR. ANUP BAGCHI (DIN: Mgmt For For 00105962) AS A WHOLETIME DIRECTOR (DESIGNATED AS AN EXECUTIVE DIRECTOR) OF THE BANK 11 PAYMENT OF COMPENSATION IN THE FORM OF Mgmt For For FIXED REMUNERATION TO THE NON-EXECUTIVE DIRECTORS (OTHER THAN PART-TIME CHAIRMAN AND THE DIRECTOR NOMINATED BY THE GOVERNMENT OF INDIA) OF THE BANK -------------------------------------------------------------------------------------------------------------------------- ICICI BANK LTD Agenda Number: 715195601 -------------------------------------------------------------------------------------------------------------------------- Security: Y3860Z132 Meeting Type: OTH Meeting Date: 27-Mar-2022 Ticker: ISIN: INE090A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MS. VIBHA PAUL RISHI (DIN: Mgmt For For 05180796) AS AN INDEPENDENT DIRECTOR 2 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For CURRENT ACCOUNT DEPOSITS 3 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For SUBSCRIBING TO SECURITIES ISSUED BY RELATED PARTIES AND PURCHASE OF SECURITIES FROM RELATED PARTIES 4 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For SALE OF SECURITIES TO RELATED PARTIES 5 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For FUND BASED OR NON-FUND BASED CREDIT FACILITIES 6 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For UNDERTAKING REPURCHASE (REPO) TRANSACTIONS AND OTHER PERMITTED SHORT-TERM BORROWING TRANSACTIONS 7 MATERIAL RELATED PARTY TRANSACTIONS OF Mgmt For For REVERSE REPURCHASE (REVERSE REPO) AND OTHER PERMITTED SHORT-TERM LENDING TRANSACTIONS 8 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For AVAILING MANPOWER SERVICES FOR CERTAIN FUNCTIONS/ACTIVITIES OF THE BANK FROM RELATED PARTY -------------------------------------------------------------------------------------------------------------------------- ICICI LOMBARD GENERAL INSURANCE COMPANY LTD Agenda Number: 714489348 -------------------------------------------------------------------------------------------------------------------------- Security: Y3R55N101 Meeting Type: AGM Meeting Date: 10-Aug-2021 Ticker: ISIN: INE765G01017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO CONFIRM PAYMENT OF INTERIM DIVIDEND ON Mgmt For For EQUITY SHARES OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 3 TO DECLARE FINAL DIVIDEND ON EQUITY SHARES Mgmt For For OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021: THE FINAL DIVIDEND FOR FY2021 @ OF INT 4.0 PER PAID UP EQUITY SHARE OF FACE VALUE OF INR 10 EACH, AS RECOMMENDED BY THE BOARD OF DIRECTORS, IF APPROVED AT THE AGM 4 TO APPOINT A DIRECTOR IN PLACE OF MS. Mgmt For For VISHAKHA MULYE (DIN: 00203578), WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, OFFERS HERSELF FOR RE-APPOINTMENT 5 TO RE-APPOINT M/S. PKF SRIDHAR & SANTHANAM Mgmt For For LLP, CHARTERED ACCOUNTANTS, ONE OF THE JOINT STATUTORY AUDITORS OF THE COMPANY 6 TO FIX THE REMUNERATION OF M/S. PKF SRIDHAR Mgmt For For & SANTHANAM LLP, CHARTERED ACCOUNTANTS AND M/S. CHATURVEDI & CO., CHARTERED ACCOUNTANTS, JOINT STATUTORY AUDITORS OF THE COMPANY FOR FY2022 7 RE-APPOINTMENT OF MRS. LALITA D. GUPTE Mgmt For For (DIN: 00043559) AS A NON-EXECUTIVE, INDEPENDENT DIRECTOR OF THE COMPANY 8 REMUNERATION PAYABLE TO MR. BHARGAV Mgmt For For DASGUPTA (DIN: 00047728), MANAGING DIRECTOR & CEO OF THE COMPANY 9 REVISION IN REMUNERATION PAYABLE TO MR. Mgmt For For ALOK KUMAR AGARWAL (DIN: 03434304), WHOLE-TIME DIRECTOR DESIGNATED AS EXECUTIVE DIRECTOR-WHOLESALE OF THE COMPANY 10 REVISION IN REMUNERATION PAYABLE TO MR. Mgmt For For SANJEEV MANTRI (DIN: 07192264), WHOLE-TIME DIRECTOR DESIGNATED AS EXECUTIVE DIRECTOR-RETAIL OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- ICICI LOMBARD GENERAL INSURANCE COMPANY LTD Agenda Number: 714956200 -------------------------------------------------------------------------------------------------------------------------- Security: Y3R55N101 Meeting Type: OTH Meeting Date: 31-Dec-2021 Ticker: ISIN: INE765G01017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 TO INCREASE REMUNERATION OF M/S. PKF Mgmt For For SRIDHAR & SANTHANAM LLP, CHARTERED ACCOUNTANTS AND M/S. CHATURVEDI & CO., CHARTERED ACCOUNTANTS, JOINT STATUTORY AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR 2022 -------------------------------------------------------------------------------------------------------------------------- ICICI LOMBARD GENERAL INSURANCE COMPANY LTD Agenda Number: 715534360 -------------------------------------------------------------------------------------------------------------------------- Security: Y3R55N101 Meeting Type: OTH Meeting Date: 23-May-2022 Ticker: ISIN: INE765G01017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For CURRENT BANK ACCOUNT BALANCES 2 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For SUBSCRIBING TO SECURITIES ISSUED BY RELATED PARTIES AND PURCHASE OF SECURITIES FROM RELATED PARTIES (ISSUED BY RELATED OR UNRELATED PARTIES) 3 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For SALE OF SECURITIES TO RELATED PARTIES 4 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For UNDERTAKING REPURCHASE (REPO) TRANSACTIONS AND OTHER PERMITTED SHORT-TERM BORROWINGS TRANSACTIONS 5 MATERIAL RELATED PARTY TRANSACTIONS FOR Mgmt For For REVERSE REPURCHASE (REVERSE REPO) AND OTHER PERMITTED SHORTTERM LENDING TRANSACTIONS -------------------------------------------------------------------------------------------------------------------------- INFO EDGE (INDIA) LTD Agenda Number: 714514658 -------------------------------------------------------------------------------------------------------------------------- Security: Y40353107 Meeting Type: AGM Meeting Date: 27-Aug-2021 Ticker: ISIN: INE663F01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT: A. THE Mgmt For For AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED ON MARCH 31, 2021 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON; AND B. THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED ON MARCH 31, 2021 AND THE REPORT OF THE AUDITORS THEREON 2 TO CONFIRM PAYMENT OF INTERIM DIVIDEND OF Mgmt For For RS.8.00/- PER EQUITY SHARE OF RS.10/- EACH FULLY PAID UP, ALREADY PAID, FOR THE FINANCIAL YEAR 2020-21 3 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt For For HITESH OBEROI (DIN: 01189953), WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 TO APPOINT BRANCH AUDITORS AND TO FIX THEIR Mgmt For For REMUNERATION 5 TO RE-APPOINT MR. ASHISH GUPTA AS AN Mgmt For For INDEPENDENT DIRECTOR OF THE COMPANY 6 TO CONSIDER AND APPROVE THE CONTINUATION OF Mgmt Against Against MS. BALA C DESHPANDE AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- INFO EDGE (INDIA) LTD Agenda Number: 715532001 -------------------------------------------------------------------------------------------------------------------------- Security: Y40353107 Meeting Type: OTH Meeting Date: 21-May-2022 Ticker: ISIN: INE663F01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPROVAL UNDER SECTION 186 OF THE COMPANIES Mgmt For For ACT, 2013 2 TO APPROVE ENTERING INTO MATERIAL RELATED Mgmt For For PARTY TRANSACTIONS WITH INFO EDGE VENTURE FUND (FOR INVESTMENT IN ITS FIRST SCHEME NAMELY, IE VENTURE FUND I), A RELATED PARTY OF THE COMPANY 3 TO APPROVE ENTERING INTO MATERIAL RELATED Mgmt For For PARTY TRANSACTIONS WITH INFO EDGE VENTURE FUND (FOR INVESTMENT IN ITS SECOND SCHEME NAMELY, IE VENTURE FUND FOLLOW-ON I), A RELATED PARTY OF THE COMPANY 4 TO APPROVE ENTERING INTO MATERIAL RELATED Mgmt For For PARTY TRANSACTIONS WITH INFO EDGE CAPITAL (FOR INVESTMENT IN ITS SCHEME NAMELY, IE VENTURE INVESTMENT FUND II), A RELATED PARTY OF THE COMPANY 5 TO APPROVE ENTERING INTO MATERIAL RELATED Mgmt For For PARTY TRANSACTIONS WITH CAPITAL 2B (FOR INVESTMENT IN ITS PROPOSED SCHEME, NAMELY CAPTAL 2B FUND I), A RELATED PARTY OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- INFOSYS LTD Agenda Number: 715697340 -------------------------------------------------------------------------------------------------------------------------- Security: Y4082C133 Meeting Type: AGM Meeting Date: 25-Jun-2022 Ticker: ISIN: INE009A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF FINANCIAL STATEMENTS Mgmt For For 2 TO DECLARE A FINAL DIVIDEND OF INR 16 PER Mgmt For For EQUITY SHARE FOR THE YEAR ENDED MARCH 31, 2022 3 APPOINTMENT OF NANDAN M. NILEKANI AS A Mgmt For For DIRECTOR, LIABLE TO RETIRE BY ROTATION 4 REAPPOINTMENT OF DELOITTE HASKINS & SELLS Mgmt For For LLP, CHARTERED ACCOUNTANTS, AS STATUTORY AUDITORS OF THE COMPANY 5 REAPPOINTMENT OF D. SUNDARAM AS AN Mgmt For For INDEPENDENT DIRECTOR 6 REAPPOINTMENT OF SALIL S. PAREKH, CHIEF Mgmt For For EXECUTIVE OFFICER AND MANAGING DIRECTOR OF THE COMPANY, AND APPROVAL OF THE REVISED REMUNERATION PAYABLE TO HIM -------------------------------------------------------------------------------------------------------------------------- IPCA LABORATORIES LTD Agenda Number: 714519381 -------------------------------------------------------------------------------------------------------------------------- Security: Y4175R146 Meeting Type: AGM Meeting Date: 02-Sep-2021 Ticker: ISIN: INE571A01020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT: A) THE Mgmt For For AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2021 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON; AND B) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2021 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON 2 TO CONFIRM PAYMENT OF INTERIM DIVIDEND OF Mgmt For For INR 8/- PER EQUITY SHARE AS FINAL DIVIDEND FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 3 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt Against Against PRASHANT GODHA (DIN 00012759) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt For For PREMCHAND GODHA (DIN 00012691) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 5 TO CONSIDER AND, IF THOUGHT FIT, TO PASS, Mgmt Against Against THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: "RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 196, 197, 203, SCHEDULE V AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER AND SEBI (LODR) REGULATIONS, 2015 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), THE COMPANY HEREBY ACCORDS ITS APPROVAL TO THE RE-APPOINTMENT OF AND REMUNERATION PAYABLE TO MR. PRASHANT GODHA (DIN 00012759) AS THE EXECUTIVE DIRECTOR OF THE COMPANY FOR A FURTHER PERIOD OF 5 YEARS COMMENCING 16TH AUGUST, 2021 ON THE TERMS AND CONDITIONS INCLUDING REMUNERATION AS APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD AND AS SET OUT IN THE AGREEMENT DATED 28TH MAY, 2021 ENTERED INTO BETWEEN THE COMPANY AND MR. PRASHANT GODHA, A COPY WHEREOF INITIALLED BY THE CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION IS PLACED BEFORE THE MEETING, WHICH AGREEMENT IS HEREBY SPECIFICALLY APPROVED. RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORISED TO DO ALL SUCH ACTS, MATTERS, DEEDS AND THINGS AND TO TAKE SUCH STEPS AS EXPEDIENT OR DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION." 6 TO CONSIDER AND, IF THOUGHT FIT, TO PASS, Mgmt For For THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: "RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 148 (3) AND SUCH OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 READ WITH RULES MADE THEREUNDER, M/S. ABK & ASSOCIATES, COST ACCOUNTANTS (FIRM REGISTRATION NO. 000036) WHO HAVE BEEN APPOINTED AS THE COST AUDITORS OF THE COMPANY TO CONDUCT THE AUDIT OF THE COST RECORDS FOR THE FINANCIAL YEAR 2021-22 BE PAID REMUNERATION OF INR 7,00,000/- (RUPEES SEVEN LACS ONLY) PLUS SERVICE TAX AND REIMBURSEMENT OF TRAVELING AND OTHER OUT OF POCKET EXPENSES." -------------------------------------------------------------------------------------------------------------------------- IPCA LABORATORIES LTD Agenda Number: 714920938 -------------------------------------------------------------------------------------------------------------------------- Security: Y4175R146 Meeting Type: EGM Meeting Date: 16-Dec-2021 Ticker: ISIN: INE571A01020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND, IF THOUGHT FIT, TO PASS, Mgmt For For THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: SUB-DIVISION OF EVERY 1 (ONE) EQUITY SHARE OF THE NOMINAL/FACE VALUE OF RS. 2/- EACH INTO 2 (TWO) EQUITY SHARES OF THE NOMINAL/ FACE VALUE OF RE. 1/- EACH. "RESOLVED THAT, PURSUANT TO THE PROVISIONS OF SECTION 61(1)(D) AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND RULES FRAMED THERE UNDER (INCLUDING ANY STATUTORY MODIFICATIONS OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE), READ WITH THE APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED, AND OTHER APPLICABLE LAWS, RULES AND REGULATIONS FOR THE TIME BEING IN FORCE, IF ANY AND PRESCRIBED BY ANY RELEVANT AUTHORITIES FROM TIME TO TIME, TO THE EXTENT APPLICABLE AND SUBJECT TO THE PROVISIONS OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AND SUBJECT TO SUCH APPROVALS, CONSENTS, PERMISSIONS AND SANCTIONS, IF ANY, REQUIRED FROM ANY COMPETENT AUTHORITY AND AS APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY, APPROVAL OF THE SHAREHOLDERS OF THE COMPANY BE AND IS HEREBY ACCORDED TO SUB-DIVIDE THE EQUITY SHARES OF THE COMPANY SUCH THAT EACH EQUITY SHARE HAVING NOMINAL/FACE VALUE OF RS.2/- (RUPEES TWO ONLY) BE SUB-DIVIDED INTO 2 (TWO) EQUITY SHARES HAVING NOMINAL/FACE VALUE OF RE. 1/- (RUPEE ONE ONLY) EACH. RESOLVED FURTHER THAT, PURSUANT TO THE SUB-DIVISION OF EQUITY SHARES OF THE COMPANY, ALL THE AUTHORIZED, ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARES OF THE NOMINAL VALUE OF RS. 2/- (RUPEES TWO ONLY) EACH EXISTING ON THE RECORD DATE TO BE FIXED BY THE BOARD OF DIRECTORS OF THE COMPANY (WHICH SHALL INCLUDE ANY COMMITTEE THEREOF), SHALL STAND SUB-DIVIDED INTO EQUITY SHARES OF THE NOMINAL VALUE OF RE. 1/- (RUPEE ONE ONLY) EACH, AS GIVEN BELOW: (AS SPECIFIED) RESOLVED FURTHER THAT, UPON SUB-DIVISION OF THE EQUITY SHARES AS AFORESAID, THE EXISTING SHARE CERTIFICATES OF THE EQUITY SHARES OF THE FACE VALUE OF RS. 2/- (RUPEES TWO ONLY) EACH IN THE PHYSICAL FORM SHALL BE DEEMED TO HAVE BEEN AUTOMATICALLY CANCELLED AND BE OF NO VALUE OR EFFECT FROM THE RECORD DATE AND THE COMPANY WITHOUT REQUIRING THE SURRENDER OF THE OLD/ EXISTING SHARE CERTIFICATE(S), DO DIRECTLY ISSUE AND DISPATCH THE NEW SHARE CERTIFICATES OF THE COMPANY TO ITS SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM, IN LIEU OF SUCH OLD/EXISTING SHARE CERTIFICATES, WITHIN THE PERIOD PRESCRIBED OR THAT MAY BE PRESCRIBED IN THIS BEHALF, FROM TIME TO TIME, AND IN THE CASE OF SHARES HELD IN DEMATERIALIZED FORM, THE NUMBER OF SUB-DIVIDED EQUITY SHARES BE CREDITED TO THE RESPECTIVE BENEFICIARY ACCOUNTS OF THE SHAREHOLDERS WITH THE DEPOSITORY PARTICIPANTS, IN LIEU OF THE EXISTING CREDITS REPRESENTING THE EQUITY SHARES BEFORE SUB-DIVISION. RESOLVED FURTHER THAT, FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION AND FOR REMOVAL OF ANY DOUBTS OR DIFFICULTIES, THE BOARD OR ANY COMMITTEE THEREOF BE AND IS HEREBY AUTHORIZED TO DO, PERFORM AND EXECUTE ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND TO GIVE FROM TIME TO TIME SUCH DIRECTIONS AS MAY BE NECESSARY, EXPEDIENT, USUAL OR PROPER AND TO SETTLE ANY QUESTION OR DOUBTS THAT MAY ARISE IN THIS REGARD AT ANY STAGE AT THE TIME OF SUB-DIVISION OF SHARES WITHOUT REQUIRING THE BOARD OR ANY COMMITTEE THEREOF TO SECURE ANY FURTHER CONSENT OR APPROVAL OF THE MEMBERS OF THE COMPANY TO THAT END AND INTENT THAT THEY SHALL BE DEEMED TO HAVE GIVEN THEIR APPROVAL THERETO AND FOR MATTERS CONNECTED HEREWITH OR INCIDENTAL HERETO EXPRESSLY BY THE AUTHORITY OF THIS RESOLUTION, OR AS THE BOARD OR ANY COMMITTEE THEREOF IN ITS ABSOLUTE DISCRETION MAY THINK FIT AND ITS DECISION SHALL BE FINAL AND BINDING ON ALL MEMBERS AND OTHER INTERESTED PERSONS AND FURTHER TO DO ALL ACTS CONNECTED HEREWITH OR INCIDENTAL HERETO INCLUDING BUT NOT LIMITED TO DELEGATION OF THEIR POWERS TO SUCH PERSON OR PERSONS AS MAY BE DEEMED EXPEDIENT AND THE MEMBERS HEREBY RATIFY AND ADOPT ALL SUCH DECISION, ACTION, ETC. AS HAD BEEN TAKEN OR UNDERTAKEN BY THE BOARD OR ANY COMMITTEE THEREOF IN THIS REGARD. RESOLVED FURTHER THAT, THE BOARD OF DIRECTORS OF THE COMPANY BE AND IS HEREBY SEVERALLY AUTHORIZED TO (A) DELEGATE EXECUTION AND FILING OF NECESSARY APPLICATIONS, DECLARATIONS AND OTHER DOCUMENTS WITH STOCK EXCHANGES, DEPOSITORIES, REGISTRAR AND TRANSFER AGENTS AND/OR ANY OTHER STATUTORY AUTHORITY(IES), IF ANY; (B) CANCEL THE EXISTING PHYSICAL SHARE CERTIFICATES OF FACE VALUE OF RS.2/- WITHOUT ITS SURRENDER; (C) ISSUE NEW SHARE CERTIFICATES OF THE FACE VALUE OF RE. 1/- EACH IN LIEU OF THE OLD/EXISTING SHARE CERTIFICATES; (D) SIGN SUCH NEW SHARE CERTIFICATES IN ACCORDANCE WITH THE PROVISIONS/RULES RELATING THERETO; (E) SETTLE ANY QUESTION OR DIFFICULTY THAT MAY ARISE WITH REGARD TO THE SUB- DIVISION OF THE SHARES AS AFORESAID OR FOR ANY MATTERS CONNECTED HEREWITH OR INCIDENTAL HERETO; AND (F) DO ALL SUCH ACTS, DEEDS, THINGS, INCLUDING ALL OTHER MATTERS INCIDENTAL THERETO IN ORDER TO IMPLEMENT THE FOREGOING RESOLUTIONS 2 TO CONSIDER AND, IF THOUGHT FIT, TO PASS Mgmt For For THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION : APPROVAL FOR ALTERATION OF THE CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION: "RESOLVED THAT, PURSUANT TO SECTION 13 AND ALL OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, AND THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE), THE EXISTING CLAUSE V OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY BE SUBSTITUTED WITH THE FOLLOWING NEW CLAUSE V: "V. THE AUTHORISED SHARE CAPITAL OF THE COMPANY IS RS.57,00,00,000/- (RUPEES FIFTY SEVEN CRORES ONLY) DIVIDED INTO 57,00,00,000 (FIFTY SEVEN CRORES) EQUITY SHARES OF RE. 1/- (RUPEE ONE) EACH WITH POWER TO INCREASE OR DECREASE THE CAPITAL AND DIVIDE THE SHARES IN CAPITAL FOR THE TIME BEING INTO SEVERAL CLASSES AND TO ATTACH THERETO RESPECTIVELY SUCH ORDINARY, PREFERENTIAL SHARES, QUALIFIED OR SPECIAL RIGHTS OR PRIVILEGES AND CONDITIONS IN SUCH MANNER AS MAY FOR THE TIME BEING, PROVIDED BY THE REGULATIONS OF THE COMPANY AND AS PERMISSIBLE UNDER THE STATUTORY PROVISIONS IN FORCE." RESOLVED FURTHER THAT, THE BOARD OF DIRECTORS OR ANY COMMITTEE THEREOF BE AND IS HEREBY SEVERALLY AUTHORIZED TO TAKE ALL SUCH STEPS AND ACTIONS FOR THE PURPOSES OF MAKING ALL SUCH FILINGS AND REGISTRATIONS AS MAY BE REQUIRED IN RELATION TO THE AFORESAID AMENDMENT TO THE MEMORANDUM OF ASSOCIATION AND FURTHER TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE DEEMED NECESSARY INCLUDING BUT NOT LIMITED TO DELEGATE ALL OR ANY OF THE POWERS HEREIN VESTED IN THEM TO ANY PERSON OR PERSONS, AS DEEMED EXPEDIENT TO GIVE EFFECT TO THIS RESOLUTION AND THE MEMBERS HEREBY RATIFY AND ADOPT ALL SUCH DECISION, ACTION, ETC. AS HAD BEEN TAKEN OR UNDERTAKEN BY THE BOARD OR ANY COMMITTEE THEREOF IN THIS REGARD -------------------------------------------------------------------------------------------------------------------------- J.K. CEMENT LTD Agenda Number: 714497410 -------------------------------------------------------------------------------------------------------------------------- Security: Y613A5100 Meeting Type: AGM Meeting Date: 14-Aug-2021 Ticker: ISIN: INE823G01014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT A) THE Mgmt For For AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021, TOGETHER WITH THE REPORTS OF DIRECTORS AND AUDITORS THEREON. B) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021, TOGETHER WITH THE REPORTS OF AUDITORS THEREON 2 TO DECLARE DIVIDEND OF INR 15 (150%) ON Mgmt For For EQUITY SHARES OF THE COMPANY FOR THE FINANCIAL YEAR 2020-21 3 TO APPOINT A DIRECTOR IN PLACE OF SHRI PAUL Mgmt Against Against HEINZ HUGENTOBLER AGED ABOUT 72 YEARS (DIN: 00452691), WHO RETIRES BY ROTATION PURSUANT TO THE PROVISIONS OF ARTICLE 90 OF THE ARTICLE OF ASSOCIATION OF THE COMPANY AND BEING ELIGIBLE OFFERS HIMSELF FOR REAPPOINTMENT 4 RATIFICATION OF REMUNERATION TO THE COST Mgmt For For AUDITORS 5 PRIVATE PLACEMENT OF NON-CONVERTIBLE Mgmt For For DEBENTURES 6 RE-CLASSIFICATION FROM PROMOTERS/MEMBERS OF Mgmt For For PROMOTERS GROUP CATEGORY TO PUBLIC CATEGORY OF THE COMPANY: "RESOLVED THAT PURSUANT TO REGULATION 31A AND ALL OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (INCLUDING ANY AMENDMENTS MADE THERETO) (HEREINAFTER REFERRED TO AS "LISTING REGULATIONS") AND OTHER APPLICABLE LAWS, AND SUBJECT TO APPROVALS FROM THE STOCK EXCHANGES AND OTHER APPROPRIATE STATUTORY AUTHORITIES, AS MAY BE NECESSARY, THE CONSENT OF THE SHAREHOLDERS OF THE COMPANY BE AND IS HEREBY ACCORDED FOR RE-CLASSIFICATION OF MR. RAMAPATI SINGHANIA CURRENTLY FORMING PART OF THE PROMOTER GROUP OF THE COMPANY AND PRESENTLY HOLDING 5,49,662 EQUITY SHARES OF THE COMPANY CONSTITUTING 0.71% OF THE PAID UP CAPITAL OF THE COMPANY FROM 'PROMOTER GROUP' CATEGORY TO 'PUBLIC' CATEGORY." "RESOLVED FURTHER THAT THE BOARD OF DIRECTORS OR COMMITTEE OF DIRECTORS BE AND IS HEREBY AUTHORIZED TO DO ALL ACTS, DEEDS, MATTERS AND THINGS AND TO TAKE SUCH STEPS EXPEDIENT OR DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION." "RESOLVED FURTHER THAT THE BOARD OF DIRECTORS OF THE COMPANY OR ANY DIRECTOR OR THE COMPANY SECRETARY AS MAY BE AUTHORIZED BY THE BOARD DO SUBMIT NECESSARY APPLICATION FOR RECLASSIFICATION WITH THE BSE LIMITED (BSE) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE) (THE "STOCK EXCHANGES"), WHEREIN SECURITIES OF THE COMPANY ARE LISTED OR SEBI OR ANY OTHER REGULATORY BODY AS MAY BE REQUIRED AND TO TAKE SUCH STEPS AS MAY BE CONSIDERED NECESSARY OR EXPEDIENT OR DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION AND MATTERS INCIDENTAL, CONSEQUENTIAL AND CONNECTED THEREWITH." "RESOLVED FURTHER THAT UPON RECEIPT OF APPROVAL FROM THE STOCK EXCHANGES ON APPLICATION MADE BY THE COMPANY FOR SUCH RECLASSIFICATION, THE COMPANY SHALL GIVE EFFECT SUCH RECLASSIFICATION IN THE SHAREHOLDING PATTERN FROM THE IMMEDIATE SUCCEEDING QUARTER TO BE FILED UNDER REGULATION 31 OF LISTING REGULATIONS AND TO ENSURE COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 AND OTHER APPLICABLE LAWS." 7 RE-CLASSIFICATION FROM PROMOTERS/MEMBERS OF Mgmt Against Against PROMOTERS GROUP CATEGORY TO PUBLIC CATEGORY OF THE COMPANY: "RESOLVED THAT PURSUANT TO REGULATION 31A AND ALL OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (INCLUDING ANY AMENDMENTS MADE THERETO) (HEREINAFTER REFERRED TO AS "LISTING REGULATIONS") AND OTHER APPLICABLE LAWS, AND SUBJECT TO APPROVALS FROM THE STOCK EXCHANGES AND OTHER APPROPRIATE STATUTORY AUTHORITIES, AS MAY BE NECESSARY, THE CONSENT OF THE SHAREHOLDERS OF THE COMPANY BE AND IS HEREBY ACCORDED FOR RE-CLASSIFICATION OF FOLLOWING PERSONS/COMPANY, CURRENTLY FORMING PART OF THE PROMOTER GROUP OF THE COMPANY AND PRESENTLY HOLDING EQUITY SHARES OF THE COMPANY AS GIVEN HEREUNDER FROM 'PROMOTER GROUP' CATEGORY TO 'PUBLIC' CATEGORY: (AS SPECIFIED) "RESOLVED FURTHER THAT THE BOARD OF DIRECTORS OR COMMITTEE OF DIRECTORS BE AND IS HEREBY AUTHORIZED TO DO ALL ACTS, DEEDS, MATTERS AND THINGS AND TO TAKE SUCH STEPS EXPEDIENT OR DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION." "RESOLVED FURTHER THAT THE BOARD OF DIRECTORS OF THE COMPANY OR ANY DIRECTOR OR THE COMPANY SECRETARY AS MAY BE AUTHORISED BY THE BOARD DO SUBMIT NECESSARY APPLICATION FOR RECLASSIFICATION WITH THE BSE LIMITED (BSE) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE) (THE "STOCK EXCHANGES"), WHEREIN SECURITIES OF THE COMPANY ARE LISTED OR SEBI OR ANY OTHER REGULATORY BODY AS MAY BE REQUIRED AND TO TAKE SUCH STEPS AS MAY BE CONSIDERED NECESSARY OR EXPEDIENT OR DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION AND MATTERS INCIDENTAL, CONSEQUENTIAL AND CONNECTED THEREWITH." "RESOLVED FURTHER THAT UPON RECEIPT OF APPROVAL FROM THE STOCK EXCHANGES ON APPLICATION MADE BY THE COMPANY FOR SUCH RECLASSIFICATION, THE COMPANY SHALL GIVE EFFECT SUCH RECLASSIFICATION IN THE SHAREHOLDING PATTERN FROM THE IMMEDIATE SUCCEEDING QUARTER TO BE FILED UNDER REGULATION 31 OF LISTING REGULATIONS AND TO ENSURE COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 AND OTHER APPLICABLE LAWS ." 8 APPOINTMENT OF MR. NIDHIPATI SINGHANIA Mgmt Against Against (DIN: 00171211) AS A DIRECTOR 9 APPOINTMENT OF MR. AJAY NARAYAN JHA (DIN: Mgmt For For 02270071) AS A DIRECTOR 10 ALTERATION OF ARTICLES OF ASSOCIATION OF Mgmt Against Against THE COMPANY -------------------------------------------------------------------------------------------------------------------------- J.K. CEMENT LTD Agenda Number: 714650492 -------------------------------------------------------------------------------------------------------------------------- Security: Y613A5100 Meeting Type: OTH Meeting Date: 30-Sep-2021 Ticker: ISIN: INE823G01014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO APPOINT MR. SATISH KUMAR KALRA Mgmt For For (DIN:01952165), AS AN INDEPENDENT DIRECTOR OF THE COMPANY 2 TO APPOINT MR. MUDIT AGGARWAL Mgmt For For (DIN:07374870), AS AN INDEPENDENT DIRECTOR OF THE COMPANY 3 TO MODIFY THE RESOLUTION NO. 9 PASSED AT Mgmt For For THE 27TH ANNUAL GENERAL MEETING HELD ON 14TH AUGUST, 2021 WITH RESPECT TO TERM OF APPOINTMENT OF MR. AJAY NARAYAN JHA (DIN: 02270071) AS A NON EXECUTIVE INDEPENDENT DIRECTOR 4 ALTERATION OF ARTICLES OF ASSOCIATION OF Mgmt For For THE COMPANY CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- JINDAL STEEL & POWER LTD Agenda Number: 714552836 -------------------------------------------------------------------------------------------------------------------------- Security: Y4447P100 Meeting Type: EGM Meeting Date: 03-Sep-2021 Ticker: ISIN: INE749A01030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL, BY WAY OF SPECIAL RESOLUTION Mgmt For For UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013 AND REGULATION 24(5) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, FOR DIVESTMENT OF ENTIRE SHAREHOLDING OF THE COMPANY IN JINDAL POWER LIMITED, A MATERIAL SUBSIDIARY OF THE COMPANY 2 APPROVAL, BY WAY OF ORDINARY RESOLUTION Mgmt For For UNDER SECTION 188 OF THE COMPANIES ACT, 2013 AND REGULATION 23(4) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, FOR 'MATERIAL RELATED PARTY TRANSACTION' FOR DIVESTMENT OF THE ENTIRE SHAREHOLDING OF THE COMPANY IN JINDAL POWER LIMITED TO WORLDONE PRIVATE LIMITED -------------------------------------------------------------------------------------------------------------------------- JINDAL STEEL & POWER LTD Agenda Number: 714675735 -------------------------------------------------------------------------------------------------------------------------- Security: Y4447P100 Meeting Type: AGM Meeting Date: 30-Sep-2021 Ticker: ISIN: INE749A01030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND ADOPT (A) AUDITED Mgmt For For STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31,2021 AND THE REPORTS OF BOARD OF DIRECTORS AND AUDITORS THEREON; (B)AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND THE REPORT OF AUDITORS THEREON 2 RESOLVED THAT PURSUANT TO SECTION 152 AND Mgmt For For OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, MRS. SHALLU JINDAL (DIN: 01104507), WHO RETIRES BY ROTATION AT THIS MEETING AND BEING ELIGIBLE HAS OFFERED HERSELF FOR RE-APPOINTMENT, BE AND IS HEREBY RE-APPOINTED AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION 3 TO APPOINT M/S LODHA & CO., CHARTERED Mgmt Against Against ACCOUNTANTS, (ICAI FIRM REGISTRATION NO. 301051E) AS STATUTORY AUDITORS OF THE COMPANY, TO HOLD OFFICE FROM THE CONCLUSION OF THE 42ND ANNUAL GENERAL MEETING UPTO THE CONCLUSION OF 47TH ANNUAL GENERAL MEETING AND TO FIX THEIR REMUNERATION 4 TO RATIFY THE REMUNERATION OF COST AUDITORS Mgmt For For FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022 5 TO CONSIDER AND APPROVE THE REVISION OF Mgmt Against Against REMUNERATION OF MR. NAVEEN JINDAL, WHOLETIME DIRECTOR DESIGNATED AS THE CHAIRMAN OF THE COMPANY 6 TO CONSIDER AND APPROVE THE REVISION OF Mgmt Against Against REMUNERATION OF MR. V.R. SHARMA, MANAGING DIRECTOR OF THE COMPANY 7 TO CONSIDER AND APPROVE THE REVISION OF Mgmt Against Against REMUNERATION OF MR. DINESH KUMAR SARAOGI, WHOLETIME DIRECTOR OF THE COMPANY 8 TO APPROVE THE APPOINTMENT OF MS. KANIKA Mgmt For For AGNIHOTRI (DIN: 09259913) AS AN INDEPENDENT DIRECTOR 9 TO APPROVE THE APPOINTMENT OF MRS. SHIVANI Mgmt For For WAZIR PASRICH (DIN: 00602863) AS AN INDEPENDENT DIRECTOR 10 TO APPROVE THE APPOINTMENT OF DR. BHASKAR Mgmt For For CHATTERJEE (DIN: 05169883) AS AN INDEPENDENT DIRECTOR 11 TO APPROVE THE APPOINTMENT OF MR. ANIL Mgmt For For WADHWA (DIN: 08074310) AS AN INDEPENDENT DIRECTOR 12 TO APPROVE THE APPOINTMENT OF MR. SUNJAY Mgmt For For KAPUR (DIN: 00145529) AS AN INDEPENDENT DIRECTOR 13 TO CONSIDER AND APPROVE THE PAYMENT OF Mgmt For For ONE-TIME REMUNERATION TO THE INDEPENDENT DIRECTORS CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 633058 DUE TO RECEIPT OF UPDATED AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU -------------------------------------------------------------------------------------------------------------------------- JINDAL STEEL & POWER LTD Agenda Number: 715228703 -------------------------------------------------------------------------------------------------------------------------- Security: Y4447P100 Meeting Type: EGM Meeting Date: 28-Mar-2022 Ticker: ISIN: INE749A01030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF JINDAL STEEL & POWER EMPLOYEE Mgmt For For BENEFIT SCHEME - 2022 2 APPROVAL OF GRANT FOR STOCK OPTIONS TO THE Mgmt For For EMPLOYEES OF GROUP COMPANY(IES) INCLUDING SUBSIDIARY COMPANY(IES) OR ITS ASSOCIATE COMPANY(IES), IN INDIA OR OUTSIDE INDIA, OR OF A HOLDING COMPANY OF THE COMPANY UNDER JINDAL STEEL & POWER EMPLOYEE BENEFIT SCHEME - 2022 3 APPROVAL FOR THE ACQUISITION OF EQUITY Mgmt For For SHARES BY WAY OF SECONDARY ACQUISITION UNDER JINDAL STEEL & POWER EMPLOYEE BENEFIT SCHEME - 2022 4 APPROVAL FOR PROVISION OF MONEY BY THE Mgmt For For COMPANY FOR PURCHASE OF ITS OWN SHARES BY THE TRUST / TRUSTEES FOR THE BENEFIT OF EMPLOYEES UNDER JINDAL STEEL & POWER EMPLOYEE BENEFIT SCHEME - 2022 5 APPROVAL FOR REVISION OF REMUNERATION OF Mgmt For For MR. NAVEEN JINDAL, WHOLETIME DIRECTOR DESIGNATED AS CHAIRMAN OF THE COMPANY 6 APPROVAL FOR REVISION OF REMUNERATION OF Mgmt For For MR. V.R. SHARMA, MANAGING DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- JUBILANT FOODWORKS LIMITED Agenda Number: 714568839 -------------------------------------------------------------------------------------------------------------------------- Security: Y4493W108 Meeting Type: AGM Meeting Date: 17-Sep-2021 Ticker: ISIN: INE797F01012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT: A) AUDITED Mgmt For For STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON; AND B) AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON 2 TO DECLARE DIVIDEND ON EQUITY SHARES FOR Mgmt For For THE FINANCIAL YEAR ENDED MARCH 31, 2021: DIRECTORS ARE PLEASED TO RECOMMEND FINAL DIVIDEND OF INR 6/- (I.E. 60%) PER EQUITY SHARE OF INR 10/- EACH FULLY PAID-UP FOR FY 2021 3 TO APPOINT A DIRECTOR IN PLACE OF MR. HARI Mgmt For For S. BHARTIA (DIN: 00010499), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 RE-APPOINTMENT OF MR. BERJIS MINOO DESAI Mgmt For For (DIN: 00153675) AS AN INDEPENDENT DIRECTOR 5 PAYMENT OF MANAGERIAL REMUNERATION TO MR. Mgmt For For PRATIK RASHMIKANT POTA (DIN: 00751178), AS CEO AND WHOLETIME DIRECTOR FOR FY 2021-22 6 RE-APPOINTMENT OF MR. PRATIK RASHMIKANT Mgmt Against Against POTA (DIN: 00751178) AS CHIEF EXECUTIVE OFFICER & WHOLETIME DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- JUBILANT FOODWORKS LTD Agenda Number: 715200616 -------------------------------------------------------------------------------------------------------------------------- Security: Y4493W108 Meeting Type: OTH Meeting Date: 27-Mar-2022 Ticker: ISIN: INE797F01012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. 1 TO CONSIDER AND APPROVE SUB-DIVISION OF Mgmt For For EQUITY SHARES OF THE COMPANY 2 TO CONSIDER AND APPROVE ALTERATION OF Mgmt For For CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- KAJARIA CERAMICS LTD Agenda Number: 714624360 -------------------------------------------------------------------------------------------------------------------------- Security: Y45199166 Meeting Type: AGM Meeting Date: 28-Sep-2021 Ticker: ISIN: INE217B01036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 RESOLVED THAT THE AUDITED STANDALONE Mgmt For For FINANCIAL STATEMENTS OF THE COMPANY INCLUDING THE BALANCE SHEET AS AT MARCH 31, 2021, THE STATEMENT OF PROFIT AND LOSS, THE CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2021, NOTES TO FINANCIAL STATEMENTS, REPORTS OF THE BOARD AND AUDITORS' THEREON BE AND ARE HEREBY RECEIVED, CONSIDERED AND ADOPTED 2 TO APPOINT A DIRECTOR IN PLACE OF MR. DEV Mgmt Against Against DATT RISHI (DIN: 00312882), WHO RETIRES BY ROTATION AT THIS ANNUAL GENERAL MEETING AND BEING ELIGIBLE HAS OFFERED HIMSELF FOR RE-APPOINTMENT 3 TO RE-APPOINT MR. ASHOK KAJARIA (DIN: Mgmt For For 00273877) AS THE CHAIRMAN & MANAGING DIRECTOR OF THE COMPANY 4 TO RE-APPOINT MR. CHETAN KAJARIA (DIN: Mgmt Against Against 00273928) AS THE JOINT MANAGING DIRECTOR OF THE COMPANY 5 TO RE-APPOINT MR. RISHI KAJARIA (DIN: Mgmt Against Against 00228455) AS THE JOINT MANAGING DIRECTOR OF THE COMPANY 6 TO CONSIDER APPOINTMENT OF MR. DEV DATT Mgmt Against Against RISHI (DIN: 00312882) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 7 TO CONSIDER ADVANCING LOAN(S) UNDER SECTION Mgmt Against Against 185 OF COMPANIES ACT, 2013 -------------------------------------------------------------------------------------------------------------------------- KAJARIA CERAMICS LTD Agenda Number: 714860497 -------------------------------------------------------------------------------------------------------------------------- Security: Y45199166 Meeting Type: OTH Meeting Date: 02-Dec-2021 Ticker: ISIN: INE217B01036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt Against Against SECTIONS 177, 179, 185, 186 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE) ['THE ACT'] AND THE APPLICABLE PROVISIONS OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AS AMENDED FROM TIME TO TIME, APPROVAL OF MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED TO THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS THE 'BOARD', WHICH TERM SHALL BE DEEMED TO INCLUDE, UNLESS CONTEXT (2) REQUIRES OTHERWISE, ANY COMMITTEE THEREOF OR ANY DIRECTOR OR OFFICER OF THE COMPANY AUTHORISED BY THE BOARD TO EXERCISE THE POWERS CONFERRED ON THE BOARD UNDER THIS RESOLUTION) TO ADVANCE ANY LOAN(S) INCLUDING ANY LOAN REPRESENTED BY A BOOK DEBT TO SUBSIDIARIES (INCLUDING STEP-DOWN SUBSIDIARY) OF THE COMPANY (HEREINAFTER REFERRED AS 'BORROWING COMPANIES'), IN WHICH ANY DIRECTOR OF THE COMPANY IS INTERESTED OR DEEMED TO BE INTERESTED, UPTO AN AGGREGATE AMOUNT NOT EXCEEDING RS. 275 CRORES (RUPEES TWO HUNDRED SEVENTY-FIVE CRORES ONLY) OUTSTANDING AT ANY POINT OF TIME, EXCLUDING THE LOAN(S) EXEMPTED OR TO BE EXEMPTED UNDER THE ACT AND OTHER APPLICABLE LAWS, IF ANY, IN ONE OR MORE TRANCHES, FROM TIME TO TIME, PROVIDED THAT SUCH LOAN(S) IS/ARE TO BE UTILISED BY THE BORROWING COMPANIES FOR THEIR RESPECTIVE PRINCIPAL BUSINESS ACTIVITIES ONLY AND SUCH OTHER DETAILS AS MENTIONED IN THE EXPLANATORY STATEMENT. RESOLVED FURTHER THAT FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION, THE BOARD BE AND IS HEREBY AUTHORISED TO NEGOTIATE, FINALISE, VARY, MODIFY AND AGREE TO THE TERMS AND CONDITIONS OF THE AFORESAID LOAN(S) INCLUDING ANY LOAN REPRESENTED BY A BOOK DEBT WITHOUT BEING REQUIRED TO SEEK ANY FURTHER CONSENT OR APPROVAL OF THE MEMBERS OR OTHERWISE TO THE END AND INTENT THAT THEY SHALL BE DEEMED TO HAVE GIVEN THEIR APPROVAL THERETO EXPRESSLY BY THE AUTHORITY OF THIS RESOLUTION, AND TO TAKE ALL NECESSARY STEPS, TO EXECUTE ALL SUCH DOCUMENTS, INSTRUMENTS AND WRITINGS AND TO DO ALL NECESSARY ACTS, DEED AND THINGS IN ORDER TO COMPLY WITH ALL THE LEGAL AND PROCEDURAL FORMALITIES AND TO DO ALL SUCH ACTS, DEEDS OR THINGS INCIDENTAL OR EXPEDIENT THERETO AND AS THE BOARD MAY THINK FIT AND SUITABLE IN ITS ABSOLUTE DISCRETION -------------------------------------------------------------------------------------------------------------------------- KAJARIA CERAMICS LTD Agenda Number: 715186385 -------------------------------------------------------------------------------------------------------------------------- Security: Y45199166 Meeting Type: OTH Meeting Date: 24-Mar-2022 Ticker: ISIN: INE217B01036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO ISSUE ADDITIONAL STOCK OPTIONS TO THE Mgmt Against Against ELIGIBLE EMPLOYEES OF THE COMPANY UNDER KAJARIA EMPLOYEE STOCK OPTION SCHEME 2015 2 TO ISSUE ADDITIONAL STOCK OPTIONS TO THE Mgmt Against Against ELIGIBLE EMPLOYEES OF THE COMPANY'S SUBSIDIARIES UNDER KAJARIA EMPLOYEE STOCK OPTION SCHEME 2015 CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- KOTAK MAHINDRA BANK LTD Agenda Number: 714508504 -------------------------------------------------------------------------------------------------------------------------- Security: Y4964H150 Meeting Type: AGM Meeting Date: 25-Aug-2021 Ticker: ISIN: INE237A01028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For STANDALONE FINANCIAL STATEMENTS OF THE BANK FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS' AND THE AUDITORS' THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 TOGETHER WITH THE REPORT OF THE AUDITORS' THEREON 3 TO CONFIRM PAYMENT OF INTERIM DIVIDEND ON Mgmt For For PREFERENCE SHARES FOR THE FINANCIAL YEAR 2020-21 4 TO DECLARE DIVIDEND ON EQUITY SHARES FOR Mgmt For For THE FINANCIAL YEAR 2020-21 5 TO APPOINT A DIRECTOR IN PLACE OF MR. C. Mgmt For For JAYARAM (DIN: 00012214), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 6 PAYMENT OF ADDITIONAL FEES / REMUNERATION Mgmt For For TO THE EXISTING STATUTORY AUDITORS FOR FINANCIAL YEAR 2020-21 7 RE-APPOINTMENT OF M/S. WALKER CHANDIOK & CO Mgmt For For LLP, CHARTERED ACCOUNTANTS (FIRM REGISTRATION NUMBER: 001076N / N500013) AS ONE OF THE JOINT STATUTORY AUDITORS OF THE BANK 8 APPOINTMENT OF M/S. PRICE WATERHOUSE LLP, Mgmt For For CHARTERED ACCOUNTANTS (FIRM REGISTRATION NUMBER: 301112E / E300264) AS ONE OF THE JOINT STATUTORY AUDITORS OF THE BANK 9 APPOINTMENT OF DR. ASHOK GULATI (DIN Mgmt For For 07062601) AS A DIRECTOR AND AN INDEPENDENT DIRECTOR OF THE BANK 10 RE-APPOINTMENT OF MR. UDAY CHANDER KHANNA Mgmt For For (DIN 00079129) AS AN INDEPENDENT DIRECTOR OF THE BANK 11 MATERIAL RELATED PARTY TRANSACTION WITH Mgmt For For INFINA FINANCE PRIVATE LIMITED 12 MATERIAL RELATED PARTY TRANSACTION WITH MR. Mgmt For For UDAY SURESH KOTAK 13 ISSUANCE OF REDEEMABLE UNSECURED Mgmt For For NON-CONVERTIBLE DEBENTURES / BONDS / OTHER DEBT SECURITIES ON A PRIVATE PLACEMENT BASIS 14 PAYMENT OF COMPENSATION BY WAY OF FIXED Mgmt For For REMUNERATION TO NON-EXECUTIVE DIRECTORS (EXCLUDING THE NON-EXECUTIVE PART-TIME CHAIRPERSON) 15 RELATED PARTY TRANSACTION FOR PAYMENT OF Mgmt For For REMUNERATION TO MR. JAY KOTAK, SON OF MR. UDAY KOTAK, MANAGING DIRECTOR & CEO AND A KEY MANAGERIAL PERSON, WHO IS HOLDING AN OFFICE OR PLACE OF PROFIT IN THE BANK -------------------------------------------------------------------------------------------------------------------------- KOTAK MAHINDRA BANK LTD Agenda Number: 714991230 -------------------------------------------------------------------------------------------------------------------------- Security: Y4964H150 Meeting Type: OTH Meeting Date: 19-Jan-2022 Ticker: ISIN: INE237A01028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MS. ASHU SUYASH (DIN: Mgmt For For 00494515) AS AN INDEPENDENT DIRECTOR OF THE BANK 2 MATERIAL RELATED PARTY TRANSACTION WITH Mgmt For For INFINA FINANCE PRIVATE LIMITED 3 MATERIAL RELATED PARTY TRANSACTION WITH MR. Mgmt For For UDAY SURESH KOTAK 4 ISSUANCE OF REDEEMABLE UNSECURED Mgmt For For NON-CONVERTIBLE DEBENTURES / BONDS / OTHER DEBT SECURITIES ON A PRIVATE PLACEMENT BASIS -------------------------------------------------------------------------------------------------------------------------- KOTAK MAHINDRA BANK LTD Agenda Number: 715514851 -------------------------------------------------------------------------------------------------------------------------- Security: Y4964H150 Meeting Type: OTH Meeting Date: 20-May-2022 Ticker: ISIN: INE237A01028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MR. AMIT DESAI (DIN: Mgmt For For 00310510) AS A DIRECTOR OF THE BANK -------------------------------------------------------------------------------------------------------------------------- L&T TECHNOLOGY SERVICES LTD Agenda Number: 714391000 -------------------------------------------------------------------------------------------------------------------------- Security: Y5S4BH104 Meeting Type: AGM Meeting Date: 16-Jul-2021 Ticker: ISIN: INE010V01017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND ADOPT THE AUDITED FINANCIAL Mgmt For For STATEMENTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2021 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON AND THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND THE REPORTS OF THE AUDITORS THEREON FOR THE YEAR ENDED MARCH 31, 2021 2 TO DECLARE A FINAL DIVIDEND ON EQUITY Mgmt For For SHARES FOR THE FINANCIAL YEAR 2020-21 3 TO APPOINT A DIRECTOR IN PLACE OF MR. A. M. Mgmt For For NAIK (DIN: 00001514) WHO RETIRES BY ROTATION AND IS ELIGIBLE FOR RE-APPOINTMENT 4 TO APPOINT A DIRECTOR IN PLACE OF MR. AMIT Mgmt For For CHADHA (DIN: 07076149) WHO RETIRES BY ROTATION AND IS ELIGIBLE FOR RE-APPOINTMENT 5 RE-APPOINTMENT OF MR. NARAYANAN KUMAR (DIN: Mgmt Against Against 00007848) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 6 REVISION IN REMUNERATION OF MR. AMIT CHADHA Mgmt For For (DIN: 07076149) AS THE CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR 7 APPOINTMENT/CONTINUATION OF MR. A.M. NAIK Mgmt For For (DIN: 00001514), AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY WHO HAS ATTAINED THE AGE OF SEVENTY-FIVE YEARS -------------------------------------------------------------------------------------------------------------------------- L&T TECHNOLOGY SERVICES LTD Agenda Number: 714946069 -------------------------------------------------------------------------------------------------------------------------- Security: Y5S4BH104 Meeting Type: OTH Meeting Date: 25-Dec-2021 Ticker: ISIN: INE010V01017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MR. LUIS MIRANDA (DIN: Mgmt For For 01055493) AS AN INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- LUPIN LTD Agenda Number: 714489273 -------------------------------------------------------------------------------------------------------------------------- Security: Y5362X101 Meeting Type: AGM Meeting Date: 11-Aug-2021 Ticker: ISIN: INE326A01037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE Mgmt For For STANDALONE AUDITED FINANCIAL STATEMENTS INCLUDING BALANCE SHEET AS AT MARCH 31, 2021, STATEMENT OF PROFIT AND LOSS AND CASH FLOW STATEMENT FOR THE YEAR ENDED ON THAT DATE AND REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE Mgmt For For CONSOLIDATED AUDITED FINANCIAL STATEMENTS INCLUDING BALANCE SHEET AS AT MARCH 31, 2021, STATEMENT OF PROFIT AND LOSS AND CASH FLOW STATEMENT FOR THE YEAR ENDED ON THAT DATE AND REPORT OF THE AUDITORS THEREON 3 TO DECLARE DIVIDEND OF INR 6.50 PER EQUITY Mgmt For For SHARE, FOR THE YEAR ENDED MARCH 31, 2021 4 TO CONSIDER THE RE-APPOINTMENT OF DR. KAMAL Mgmt For For K. SHARMA (DIN: 00209430), AS A DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF, FOR RE-APPOINTMENT 5 TO CONSIDER AND IF THOUGHT FIT, TO PASS Mgmt For For WITH OR WITHOUT MODIFICATION(S) THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION FOR THE RE-APPOINTMENT OF B S R & CO. LLP, CHARTERED ACCOUNTANTS, AS STATUTORY AUDITORS OF THE COMPANY AND FIX THEIR REMUNERATION 6 TO CONSIDER AND IF THOUGHT FIT, TO PASS Mgmt For For WITH OR WITHOUT MODIFICATION(S) THE FOLLOWING RESOLUTION AS SPECIAL RESOLUTION FOR THE RE-APPOINTMENT OF MS. CHRISTINE MUNDKUR AS AN INDEPENDENT DIRECTOR OF THE COMPANY 7 TO CONSIDER AND IF THOUGHT FIT, TO PASS Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION FOR RATIFYING REMUNERATION PAYABLE TO MR. S. D. SHENOY, COST AUDITOR, FOR CONDUCTING COST AUDIT FOR THE YEAR ENDING MARCH 31, 2022 8 TO CONSIDER AND IF THOUGHT FIT, TO PASS Mgmt Against Against WITH OR WITHOUT MODIFICATION(S) THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION FOR APPROVING THE LUPIN EMPLOYEES STOCK OPTION PLAN 2021 (ESOP 2021) AND GRANTING STOCK OPTIONS TO THE EMPLOYEES OF THE COMPANY UNDER ESOP 2021 9 TO CONSIDER AND IF THOUGHT FIT, TO PASS Mgmt Against Against WITH OR WITHOUT MODIFICATION(S) THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION FOR GRANTING STOCK OPTIONS TO THE EMPLOYEES OF THE SUBSIDIARIES OF THE COMPANY UNDER LUPIN EMPLOYEES STOCK OPTION PLAN 2021 -------------------------------------------------------------------------------------------------------------------------- MAHINDRA & MAHINDRA FINANCIAL SERVICES LTD Agenda Number: 714429049 -------------------------------------------------------------------------------------------------------------------------- Security: Y53987122 Meeting Type: AGM Meeting Date: 26-Jul-2021 Ticker: ISIN: INE774D01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON 3 TO DECLARE A DIVIDEND ON EQUITY SHARES: Mgmt For For DIVIDEND OF RE. 0.80 PER EQUITY SHARE OF THE FACE VALUE OF RS. 2 EACH 4 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt For For RAMESH IYER (DIN: 00220759), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 5 RE-APPOINTMENT OF MR. RAMESH IYER (DIN: Mgmt Against Against 00220759) AS MANAGING DIRECTOR OF THE COMPANY DESIGNATED AS "VICE-CHAIRMAN & MANAGING DIRECTOR" FOR A PERIOD OF 3 YEARS WITH EFFECT FROM 30TH APRIL, 2021 TO 29TH APRIL, 2024 6 APPOINTMENT OF MR. AMIT RAJE (DIN: Mgmt For For 06809197) AS WHOLE-TIME DIRECTOR OF THE COMPANY DESIGNATED AS "CHIEF OPERATING OFFICER DIGITAL FINANCE - DIGITAL BUSINESS UNIT" FOR A PERIOD OF 5 YEARS WITH EFFECT FROM 1ST APRIL, 2021 TO 31ST MARCH, 2026 7 APPOINTMENT OF MR. AMIT KUMAR SINHA (DIN: Mgmt For For 09127387) AS A NON-EXECUTIVE NON-INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- MAHINDRA & MAHINDRA FINANCIAL SERVICES LTD Agenda Number: 714723966 -------------------------------------------------------------------------------------------------------------------------- Security: Y53987122 Meeting Type: OTH Meeting Date: 07-Nov-2021 Ticker: ISIN: INE774D01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MESSRS. DELOITTE HASKINS & Mgmt For For SELLS, CHARTERED ACCOUNTANTS (ICAI FIRM REGISTRATION NUMBER: 117365W) AS ONE OF THE JOINT STATUTORY AUDITORS OF THE COMPANY 2 APPOINTMENT OF MESSRS. MUKUND M. CHITALE & Mgmt For For CO., CHARTERED ACCOUNTANTS (ICAI FIRM REGISTRATION NUMBER: 106655W) AS ONE OF THE JOINT STATUTORY AUDITORS OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- MAHINDRA & MAHINDRA FINANCIAL SERVICES LTD Agenda Number: 715161496 -------------------------------------------------------------------------------------------------------------------------- Security: Y53987122 Meeting Type: OTH Meeting Date: 15-Mar-2022 Ticker: ISIN: INE774D01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 ALTERATION TO THE OBJECTS CLAUSE OF THE Mgmt For For MEMORANDUM OF ASSOCIATION OF THE COMPANY 2 APPOINTMENT OF MR. SIDDHARTHA MOHANTY (DIN Mgmt For For 08058830) AS A NON-EXECUTIVE (NON-INDEPENDENT) DIRECTOR OF THE COMPANY W.E.F. 1ST APRIL 2022, LIABLE TO RETIRE BY ROTATION -------------------------------------------------------------------------------------------------------------------------- MARICO LTD Agenda Number: 714521071 -------------------------------------------------------------------------------------------------------------------------- Security: Y5841R170 Meeting Type: AGM Meeting Date: 30-Aug-2021 Ticker: ISIN: INE196A01026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS (STANDALONE & CONSOLIDATED) OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND STATUTORY AUDITORS THEREON 2 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt Against Against RAJENDRA MARIWALA (DIN 00007246), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT. 3 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTION 148 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND THE RELEVANT RULES FRAMED THEREUNDER, AS AMENDED FROM TIME TO TIME, THE MEMBERS OF THE COMPANY DO HEREBY RATIFY THE REMUNERATION OF RS.9,50,000/- (RUPEES NINE LACS FIFTY THOUSAND ONLY), PLUS APPLICABLE TAXES AND REIMBURSEMENT OF OUT OF POCKET EXPENSES, IF ANY, TO M/S. ASHWIN SOLANKI & ASSOCIATES, COST ACCOUNTANTS (FIRM REGISTRATION NO. 100392), AS APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY, FOR CONDUCTING AUDIT OF THE COST RECORDS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022 4 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTIONS 149, 150, 152 AND 160 READ WITH SCHEDULE IV AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 ("THE ACT"), AND THE RULES FRAMED THEREUNDER, SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ("SEBI LISTING REGULATIONS"), AS AMENDED FROM TIME TO TIME AND THE ARTICLES OF ASSOCIATION OF THE COMPANY, MR. MILIND BARVE (DIN: 00087839), WHO WAS APPOINTED AS AN ADDITIONAL DIRECTOR OF THE COMPANY, WITH EFFECT FROM AUGUST 2, 2021, WHO HOLDS OFFICE UP TO THE DATE OF THIS ANNUAL GENERAL MEETING, IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE OF CANDIDATURE FROM A MEMBER UNDER SECTION 160 OF THE ACT AND WHO HAS SUBMITTED A DECLARATION THAT HE MEETS THE CRITERIA OF INDEPENDENCE AS PRESCRIBED UNDER THE ACT AND SEBI LISTING REGULATIONS AND HE BEING ELIGIBLE FOR APPOINTMENT AS AN INDEPENDENT DIRECTOR OF THE COMPANY, NOT BEING LIABLE TO RETIRE BY ROTATION, BE AND IS HEREBY APPOINTED AS THE INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A TENURE OF 5 (FIVE) CONSECUTIVE YEARS COMMENCING FROM AUGUST 2, 2021 TO AUGUST 1, 2026 (BOTH DAYS INCLUSIVE) 5 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt Against Against SECTIONS 197, 198 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, IF ANY, AND THE RULES FRAMED THEREUNDER ("THE ACT"), THE APPLICABLE PROVISIONS OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED FROM TIME TO TIME, THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE COMPANY'S POLICY ON NOMINATION, REMUNERATION & EVALUATION, THE RESOLUTION PASSED BY THE MEMBERS AT THE 27TH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON AUGUST 5, 2015 APPROVING THE REMUNERATION PAYABLE TO NON-EXECUTIVE DIRECTORS OF THE COMPANY, IN AGGREGATE UP TO 3% (THREE PERCENT) OF THE NET PROFITS OF THE COMPANY FOR ANY FINANCIAL YEAR, AS COMPUTED IN THE MANNER LAID DOWN UNDER THE ACT, APPROVAL OF THE MEMBERS BE AND IS HEREBY GIVEN FOR PAYMENT OF REMUNERATION TO MR. HARSH MARIWALA (DIN: 00210342), CHAIRMAN OF THE BOARD AND NON-EXECUTIVE DIRECTOR OF THE COMPANY, AS BELOW, FOR THE FINANCIAL YEAR 2021-22: I. INR 400,00,000 ONLY (RUPEES FOUR CRORES ONLY); II. OTHER BENEFITS AND ENTITLEMENTS LIKE PROVISION OF OFFICE PERSONNEL AND CARS, MEMBERSHIPS TO CLUB(S), HEALTH INSURANCE AND REIMBURSEMENTS FOR TRAVEL AND ENTERTAINMENT AS MAY BE REQUIRED FOR OFFICIAL PURPOSE AND AS APPROVED BY THE BOARD OF DIRECTORS; AND III. SITTING FEES AS APPROVED BY THE BOARD OF DIRECTORS FOR ALL THE NON-EXECUTIVE DIRECTORS FROM TIME TO TIME -------------------------------------------------------------------------------------------------------------------------- MARICO LTD Agenda Number: 715476936 -------------------------------------------------------------------------------------------------------------------------- Security: Y5841R170 Meeting Type: OTH Meeting Date: 14-May-2022 Ticker: ISIN: INE196A01026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 AMENDMENTS TO THE MARICO EMPLOYEE STOCK Mgmt Against Against OPTION PLAN, 2016 2 GRANT OF EMPLOYEE STOCK OPTIONS TO ELIGIBLE Mgmt Against Against EMPLOYEES OF THE COMPANY'S SUBSIDIARIES UNDER THE AMENDED MARICO EMPLOYEE STOCK OPTION PLAN, 2016 3 RE-APPOINTMENT OF MR. ANANTH Mgmt For For SANKARANARAYANAN (DIN: 07527676) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 4 APPOINTMENT OF MR. RAJEEV VASUDEVA (DIN: Mgmt For For 02066480) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 5 APPOINTMENT OF MS. APURVA PUROHIT (DIN: Mgmt For For 00190097) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 6 APPOINTMENT OF MS. NAYANTARA BALI (DIN: Mgmt For For 03570657) AS AN INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- MARUTI SUZUKI INDIA LTD Agenda Number: 714511880 -------------------------------------------------------------------------------------------------------------------------- Security: Y7565Y100 Meeting Type: AGM Meeting Date: 24-Aug-2021 Ticker: ISIN: INE585B01010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 RESOLVED THAT THE AUDITED FINANCIAL Mgmt For For STATEMENTS OF ST THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2021 AND THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON, AS CIRCULATED TO THE MEMBERS, BE AND ARE HEREBY CONSIDERED AND ADOPTED." "RESOLVED FURTHER THAT THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL ST YEAR ENDED 31 MARCH, 2021 AND THE REPORT OF THE AUDITORS THEREON, AS CIRCULATED TO THE MEMBERS, BE AND ARE HEREBY CONSIDERED AND ADOPTED 2 RESOLVED THAT PURSUANT TO THE Mgmt For For RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE COMPANY, DIVIDEND AT THE RATE OF INR 45 PER EQUITY SHARE BE AND IS HEREBY DECLARED TO BE PAID TO THE MEMBERS OF THE COMPANY 3 RESOLVED THAT PURSUANT TO THE ARTICLE 76(5) Mgmt Against Against OF THE ARTICLES OF ASSOCIATION OF THE COMPANY READ WITH SECTION 152 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, MR. TOSHIHIRO SUZUKI (DIN: 06709846) WHO RETIRES BY ROTATION AND BEING ELIGIBLE FOR RE-APPOINTMENT, BE AND IS HEREBY RE-APPOINTED AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION 4 RESOLVED THAT PURSUANT TO THE ARTICLE 76(5) Mgmt Against Against OF THE ARTICLES OF ASSOCIATION OF THE COMPANY READ WITH SECTION 152 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013, MR. KINJI SAITO (DIN: 00049067) WHO RETIRES BY ROTATION AND BEING ELIGIBLE FOR RE-APPOINTMENT, BE AND IS HEREBY RE-APPOINTED AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION 5 RESOLVED THAT PURSUANT TO SECTION 139 AND Mgmt For For OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, M/S DELOITTE HASKINS & SELLS LLP (REGN. NO. 117366W/W100018) HAVING OFFERED THEMSELVES FOR RE-APPOINTMENT, BE AND ARE HEREBY RE-APPOINTED AS THE STATUTORY AUDITORS OF THE COMPANY FOR THE SECOND TERM OF FIVE YEARS TO HOLD OFFICE FROM THE CONCLUSION OF THE 40TH ANNUAL GENERAL MEETING TILL THE CONCLUSION OF THE 45TH ANNUAL GENERAL MEETING OF THE COMPANY." "FURTHER RESOLVED THAT APPROVAL BE AND IS HEREBY ACCORDED FOR PAYMENT OF AUDIT FEE OF INR 18.40 MILLION BESIDES APPLICABLE TAXES, OUT OF POCKET EXPENSES AND ADMINISTRATIVE CHARGES (3% OF THE AUDIT FEE) FOR THE FINANCIAL YEAR 2021-22 AND THE BOARD OF DIRECTORS BE AND IS HEREBY AUTHORIZED TO FIX AND PAY THE STATUTORY FEE AND OTHER CHARGES AS MAY BE DEEMED FIT FOR THE REMAINING TENURE 6 "RESOLVED THAT PURSUANT TO SECTION 161 AND Mgmt Against Against OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER, THE APPOINTMENT OF MR. SHIGETOSHI TORII (DIN:06437336) TO FILL THE CASUAL VACANCY CAUSED BY THE RESIGNATION OF MR. TAKAHIKO HASHIMOTO BE AND IS HEREBY APPROVED." "FURTHER RESOLVED THAT PURSUANT TO THE ARTICLE 76 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND SECTIONS 196 AND 197, SCHEDULE V AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF, FOR THE TIME BEING IN FORCE) AND SUBJECT TO THE APPROVAL OF THE CENTRAL GOVERNMENT, MR. SHIGETOSHI TORII BE AND IS HEREBY APPOINTED AS A WHOLE-TIME DIRECTOR DESIGNATED AS JOINT MANAGING DIRECTOR (PRODUCTION AND TH SUPPLY CHAIN) WITH EFFECT FROM 28 APRIL, 2021 FOR A PERIOD OF THREE YEARS AT THE FOLLOWING REMUNERATION: A) BASIC SALARY: INR 1,81,25,000 PER ANNUM IN THE SCALE OF INR 1,75,00,000 TO INR 2,50,00,000 PER ANNUM WITH AUTHORITY TO THE BOARD (WHICH EXPRESSION SHALL INCLUDE A COMMITTEE THEREOF) TO REVISE HIS SALARY FROM TIME TO TIME. THE ANNUAL INCREMENTS WILL BE MERIT BASED AND TAKE INTO ACCOUNT THE COMPANY'S PERFORMANCE. B) SPECIAL SALARY: INR 11,22,000 PER ANNUM WITH AUTHORITY TO THE BOARD (WHICH EXPRESSION SHALL INCLUDE A COMMITTEE THEREOF) TO INCREASE IT UPTO INR 30,00,000 PER ANNUM. C) PERFORMANCE LINKED BONUS: A PERFORMANCE LINKED BONUS EQUIVALENT TO A GUARANTEED MINIMUM OF FOUR MONTHS' BASIC SALARY AND A MAXIMUM OF TEN MONTHS' BASIC SALARY, TO BE PAID ANNUALLY, WITH AUTHORITY TO THE BOARD (WHICH EXPRESSION SHALL INCLUDE A COMMITTEE THEREOF) TO FIX THE SAME BASED ON CERTAIN PERFORMANCE CRITERIA TO BE LAID DOWN BY THE BOARD. D) PERQUISITES AND ALLOWANCES: IN ADDITION TO THE SALARY AND PERFORMANCE LINKED BONUS, HE SHALL ALSO BE ENTITLED TO PERQUISITES AND ALLOWANCES LIKE ACCOMMODATION (FURNISHED OR OTHERWISE) OR HOUSE RENT ALLOWANCE IN LIEU THEREOF; HOUSE MAINTENANCE ALLOWANCE, TOGETHER WITH THE REIMBURSEMENT OF EXPENSES OR ALLOWANCE FOR UTILITIES SUCH AS GAS, ELECTRICITY, WATER, FURNISHINGS, REPAIRS, SERVANTS' SALARIES, SOCIETY CHARGES AND PROPERTY TAX ETC.; MEDICAL REIMBURSEMENT, MEDICAL / ACCIDENT INSURANCE, LEAVE TRAVEL CONCESSION FOR HIMSELF AND HIS FAMILY; CLUB FEES AND SUCH OTHER PERQUISITES AND ALLOWANCES IN ACCORDANCE WITH THE RULES OF THE COMPANY OR AS MAY BE AGREED TO BY THE BOARD AND HIM; PROVIDED THAT SUCH PERQUISITES AND ALLOWANCES WILL BE INR 83,33,000 PER ANNUM WITH AUTHORITY TO THE BOARD (WHICH EXPRESSION SHALL INCLUDE A COMMITTEE THEREOF) TO INCREASE IT FROM TIME TO TIME UPTO A MAXIMUM OF INR 1,15,00,000 PER ANNUM. FOR THE PURPOSE OF CALCULATING THE ABOVE CEILING, PERQUISITES AND ALLOWANCES SHALL BE EVALUATED AS PER INCOME TAX RULES, WHEREVER APPLICABLE. IN THE ABSENCE OF ANY SUCH RULES, PERQUISITES AND ALLOWANCES SHALL BE EVALUATED AT ACTUAL COST. IN ADDITION, HE WILL BE ENTITLED FOR A CONTRIBUTION TO THE PROVIDENT AND PENSION FUND AS PER APPLICABLE LAW IN FORCE FROM TIME TO TIME. PROVISION FOR THE USE OF COMPANY'S CAR FOR OFFICIAL DUTIES AND TELEPHONE (INCLUDING PAYMENT FOR LOCAL CALLS AND LONG DISTANCE OFFICIAL CALLS) SHALL NOT BE INCLUDED IN THE COMPUTATION OF PERQUISITES AND ALLOWANCES FOR THE PURPOSE OF CALCULATING THE SAID CEILING. MINIMUM REMUNERATION NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN CONTAINED, WHERE IN ANY FINANCIAL YEAR DURING THE CURRENCY OF HIS TENURE, IN THE EVENT OF LOSS OR INADEQUACY OF PROFITS, THE COMPANY WILL SUBJECT TO APPLICABLE LAWS, PAY REMUNERATION BY WAY OF BASIC AND SPECIAL SALARY, PERFORMANCE LINKED BONUS NOT EXCEEDING FOUR MONTHS' BASIC SALARY, PERQUISITES AND ALLOWANCES AS SPECIFIED ABOVE 7 TO APPOINT MR. HISASHI TAKEUCHI AS A Mgmt Against Against WHOLE-TIME DIRECTOR DESIGNATED AS JOINT MANAGING DIRECTOR AND TELEPHONE (INCLUDING PAYMENT FOR LOCAL CALLS AND LONG DISTANCE OFFICIAL CALLS) SHALL NOT BE INCLUDED IN THE COMPUTATION OF PERQUISITES AND ALLOWANCES FOR THE PURPOSE OF CALCULATING THE SAID CEILING. MINIMUM REMUNERATION NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN CONTAINED, WHERE IN ANY FINANCIAL YEAR DURING THE CURRENCY OF HIS TENURE, IN THE EVENT OF LOSS OR INADEQUACY OF PROFITS, THE COMPANY WILL SUBJECT TO APPLICABLE LAWS, PAY REMUNERATION BY WAY OF BASIC AND SPECIAL SALARY, PERFORMANCE LINKED BONUS NOT EXCEEDING FOUR MONTHS' BASIC SALARY, PERQUISITES AND ALLOWANCES AS SPECIFIED ABOVE 8 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For OF SECTION 148 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER, THE REMUNERATION OF M/S R. J. GOEL & CO., COST ACCOUNTANTS (FIRM REGISTRATION NO. 000026) APPOINTED BY THE BOARD OF DIRECTORS AS COST AUDITOR TO CONDUCT THE AUDIT OF THE APPLICABLE COST RECORDS OF THE COMPANY FOR THE FINANCIAL YEAR 2021-22 AMOUNTING TO INR 2.50 LAC PLUS APPLICABLE TAXES THEREON BESIDES REIMBURSEMENT OF OUT OF POCKET EXPENSES ON ACTUALS IN CONNECTION WITH THE AUDIT, BE AND IS HEREBY RATIFIED AND CONFIRMED -------------------------------------------------------------------------------------------------------------------------- MARUTI SUZUKI INDIA LTD Agenda Number: 715432718 -------------------------------------------------------------------------------------------------------------------------- Security: Y7565Y100 Meeting Type: OTH Meeting Date: 14-May-2022 Ticker: ISIN: INE585B01010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MR. KENICHI AYUKAWA AS A Mgmt Against Against WHOLE-TIME DIRECTOR DESIGNATED AS EXECUTIVE VICE-CHAIRMAN 2 APPOINTMENT AND RE-DESIGNATION OF MR. Mgmt For For HISASHI TAKEUCHI AS MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER -------------------------------------------------------------------------------------------------------------------------- OBEROI REALTY LIMITED Agenda Number: 714395250 -------------------------------------------------------------------------------------------------------------------------- Security: Y6424D109 Meeting Type: AGM Meeting Date: 14-Jul-2021 Ticker: ISIN: INE093I01010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND ADOPT THE AUDITED FINANCIAL Mgmt For For STATEMENTS (INCLUDING CONSOLIDATED FINANCIAL STATEMENTS) FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO APPOINT A DIRECTOR IN PLACE OF MS. BINDU Mgmt Against Against OBEROI (DIN: 00837711), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, HAS OFFERED HERSELF FOR REAPPOINTMENT 3 "RESOLVED THAT THE APPOINTMENT OF S R B C & Mgmt For For CO LLP, CHARTERED ACCOUNTANTS (FIRM'S REGISTRATION NO. 324982E/ E300003) AS THE STATUTORY AUDITORS OF THE COMPANY, WHICH HAS BEEN APPROVED AT THE ANNUAL GENERAL MEETING HELD ON SEPTEMBER 19, 2017, FOR A TERM OF 5 YEARS I.E. FROM THE CONCLUSION OF THE 19TH ANNUAL GENERAL MEETING UNTIL THE CONCLUSION OF THE 24TH ANNUAL GENERAL MEETING TO BE HELD IN THE YEAR 2022, BE AND IS HEREBY RATIFIED." "RESOLVED FURTHER THAT THE BOARD OF DIRECTORS BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY, DESIRABLE AND EXPEDIENT FOR GIVING EFFECT TO THIS RESOLUTION AND/OR OTHERWISE CONSIDERED BY THEM TO BE IN THE BEST INTEREST OF THE COMPANY INCLUDING FIXATION OF THEIR REMUNERATION AND REIMBURSEMENT OF OUT OF POCKET EXPENSES INCURRED IN CONNECTION HERETO." 4 "RESOLVED THAT PURSUANT TO SECTION 148 AND Mgmt For For OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014, (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), M/S. KISHORE BHATIA & ASSOCIATES, COST ACCOUNTANTS (FIRM REGISTRATION NUMBER 00294) BEING THE COST AUDITOR APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY TO CONDUCT THE AUDIT OF THE COST RECORDS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022, BE PAID THE REMUNERATION OF INR 3,60,000 (RUPEES THREE LAKH SIXTY THOUSAND ONLY) PLUS TAXES AS APPLICABLE AND REIMBURSEMENT OF OUT OF POCKET EXPENSES, IF ANY." 5 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For OF SECTIONS 23, 42, 62(1)(C), 71 AND 179 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 (THE "COMPANIES ACT"), THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014 AND OTHER APPLICABLE RULES MADE THEREUNDER (INCLUDING ANY AMENDMENT(S), STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF), THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999 AND THE RULES AND REGULATION FRAMED THEREUNDER, AS AMENDED (THE "FEMA"), INCLUDING THE FOREIGN EXCHANGE MANAGEMENT (DEBT INSTRUMENTS) REGULATIONS, 2019 AND THE FOREIGN EXCHANGE MANAGEMENT (NON-DEBT INSTRUMENTS) REGULATIONS, 2019, AS AMENDED, THE ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS AND ORDINARY SHARES (THROUGH DEPOSITORY RECEIPT MECHANISM) SCHEME, 1993, AS AMENDED, THE DEPOSITORY RECEIPTS SCHEME, 2014, AS AMENDED, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED ("DEBT LISTING REGULATIONS"), THE CURRENT CONSOLIDATED FDI POLICY (EFFECTIVE FROM OCTOBER 15, 2020), AS AMENDED, ISSUED BY THE DEPARTMENT OF PROMOTION OF INDUSTRY AND INTERNAL TRADE, MINISTRY OF COMMERCE AND INDUSTRY, GOVERNMENT OF INDIA AND IN ACCORDANCE WITH ANY OTHER APPLICABLE LAWS, RULES, REGULATIONS, GUIDELINES, NOTIFICATIONS, CIRCULARS AND CLARIFICATIONS ISSUED THEREON FROM TIME TO TIME BY GOVERNMENT OF INDIA (THE "GOI"), THE RESERVE BANK OF INDIA (THE "RBI"), AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE "SEBI"), THE STOCK EXCHANGES ON WHICH THE COMPANY'S SHARES ARE LISTED (THE "STOCK EXCHANGES"), MINISTRY OF CORPORATE AFFAIRS ("MCA"), THE REGISTRAR OF COMPANIES, MAHARASHTRA AT MUMBAI AND/OR ANY OTHER COMPETENT AUTHORITIES, WHETHER IN INDIA OR ABROAD, AND INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE "SEBI ICDR REGULATIONS"), SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED (THE "SEBI LODR REGULATIONS"), THE ENABLING PROVISIONS OF THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY, THE UNIFORM LISTING AGREEMENTS ENTERED INTO BY THE COMPANY WITH THE STOCK EXCHANGES (THE "LISTING AGREEMENTS") AND SUBJECT TO NECESSARY APPROVALS, PERMISSIONS, CONSENTS AND SANCTIONS AS MAY BE NECESSARY FROM SEBI, STOCK EXCHANGES, MCA, RBI, GOI OR ANY CONCERNED STATUTORY, REGULATORY, GOVERNMENTAL OR ANY OTHER AUTHORITY, AS MAY BE REQUIRED IN THIS REGARD AND FURTHER SUBJECT TO SUCH TERMS AND CONDITIONS OR MODIFICATIONS AS MAY BE PRESCRIBED OR IMPOSED BY ANY OF THEM WHILE GRANTING ANY SUCH APPROVALS, PERMISSIONS, CONSENTS AND SANCTIONS AND WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS THE "BOARD", WHICH TERM SHALL INCLUDE ANY COMMITTEE THEREOF WHICH THE BOARD MAY HAVE DULY CONSTITUTED OR MAY HEREINAFTER CONSTITUTE TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION), THE CONSENT, AUTHORITY AND APPROVAL OF THE MEMBERS OF THE COMPANY BE AND IS HEREBY ACCORDED TO THE BOARD TO RAISE FURTHER CAPITAL AND TO CREATE, OFFER, ISSUE AND ALLOT (INCLUDING WITH PROVISIONS FOR RESERVATION ON FIRM AND/OR COMPETITIVE BASIS, OF SUCH PART OF ISSUE AND FOR SUCH CATEGORIES OF PERSONS INCLUDING EMPLOYEES OF THE COMPANY AS MAY BE PERMITTED UNDER APPLICABLE LAW), WITH OR WITHOUT A GREEN SHOE OPTION, SUCH NUMBER OF EQUITY SHARES OF THE COMPANY OF FACE VALUE INR 10 (RUPEES TEN) EACH WITH OR WITHOUT SPECIAL RIGHTS AS TO VOTING, DIVIDEND OR OTHERWISE ("EQUITY SHARES"), GLOBAL DEPOSITORY RECEIPTS ("GDRS"), AMERICAN DEPOSITORY RECEIPTS ("ADRS"), FOREIGN CURRENCY CONVERTIBLE BONDS ("FCCBS"), FULLY CONVERTIBLE DEBENTURES/PARTLY CONVERTIBLE DEBENTURES, PREFERENCE SHARES CONVERTIBLE INTO EQUITY SHARES, AND/OR ANY OTHER FINANCIAL INSTRUMENTS CONVERTIBLE INTO EQUITY SHARES (INCLUDING WARRANTS, OR OTHERWISE, IN REGISTERED OR BEARER FORM) AND/OR ANY SECURITY CONVERTIBLE INTO EQUITY SHARES WITH OR WITHOUT SPECIAL RIGHTS AS TO VOTING, DIVIDEND OR OTHERWISE AND/OR SECURITIES LINKED TO EQUITY SHARES AND/OR SECURITIES WITH OR WITHOUT DETACHABLE WARRANTS WITH RIGHT EXERCISABLE BY THE WARRANT HOLDERS TO CONVERT OR SUBSCRIBE TO EQUITY SHARES (ALL OF WHICH ARE HEREINAFTER COLLECTIVELY REFERRED TO AS "SECURITIES") OR ANY COMBINATION OF SECURITIES, IN ONE OR MORE TRANCHES, WHETHER RUPEE DENOMINATED OR DENOMINATED IN FOREIGN CURRENCY, IN THE COURSE OF INTERNATIONAL AND/OR DOMESTIC OFFERING(S) IN ONE OR MORE FOREIGN MARKETS AND/OR DOMESTIC MARKET, BY WAY OF ONE OR MORE PUBLIC AND/OR PRIVATE OFFERINGS, QUALIFIED INSTITUTIONS PLACEMENT ("QIP") AND/OR ON PREFERENTIAL ALLOTMENT BASIS OR ANY COMBINATION THEREOF, THROUGH ISSUE OF PROSPECTUS AND/OR PLACEMENT DOCUMENT/OR OTHER PERMISSIBLE/REQUISITE OFFER DOCUMENT TO QUALIFIED INSTITUTIONAL BUYERS ("QIBS") AS DEFINED UNDER THE SEBI ICDR REGULATIONS IN ACCORDANCE WITH CHAPTER VI OF THE SEBI ICDR REGULATIONS, WHETHER THEY BE HOLDERS OF SECURITIES OF THE COMPANY OR NOT (THE "INVESTORS") AS MAY BE DECIDED BY THE BOARD IN ITS DISCRETION AND PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS, OF AN AGGREGATE AMOUNT NOT EXCEEDING INR 2000,00,00,000 (RUPEES TWO THOUSAND CRORE ONLY) OR EQUIVALENT THEREOF, INCLUSIVE OF SUCH PREMIUM AS MAY BE FIXED ON SUCH SECURITIES BY OFFERING THE SECURITIES AT SUCH TIME OR TIMES, AT SUCH PRICE OR PRICES, AT A DISCOUNT OR PREMIUM TO MARKET PRICE OR PRICES, AS PERMITTED UNDER APPLICABLE LAWS AND IN SUCH MANNER AND ON SUCH TERMS AND CONDITIONS INCLUDING SECURITY, RATE OF INTEREST ETC. AND ANY OTHER MATTERS INCIDENTAL THERETO AS MAY BE DEEMED APPROPRIATE BY THE BOARD AT ITS ABSOLUTE DISCRETION INCLUDING THE DISCRETION TO DETERMINE THE CATEGORIES OF INVESTORS TO WHOM THE OFFER, ISSUE AND ALLOTMENT OF SECURITIES SHALL BE MADE TO THE EXCLUSION OF OTHER CATEGORIES OF INVESTORS AT THE TIME OF SUCH OFFER, ISSUE AND ALLOTMENT CONSIDERING THE PREVAILING MARKET CONDITIONS AND OTHER RELEVANT FACTORS AND WHEREVER NECESSARY IN CONSULTATION WITH LEAD MANAGER(S) AND/OR UNDERWRITER(S) AND/OR OTHER ADVISOR(S) APPOINTED AND/OR TO BE APPOINTED BY THE BOARD, IN FOREIGN CURRENCY AND/ OR EQUIVALENT INDIAN RUPEES AS MAY BE DETERMINED BY THE BOARD, OR IN ANY CONVERTIBLE FOREIGN CURRENCY, AS THE BOARD AT ITS ABSOLUTE DISCRETION MAY DEEM FIT AND APPROPRIATE (THE "ISSUE")." "RESOLVED FURTHER THAT IN ACCORDANCE WITH CHAPTER VI OF THE SEBI ICDR REGULATIONS, (A) THE SECURITIES SHALL NOT BE ELIGIBLE TO BE SOLD BY THE ALLOTTEE FOR A PERIOD OF 1 YEAR FROM THE DATE OF ALLOTMENT, EXCEPT ON A RECOGNIZED STOCK EXCHANGE, OR EXCEPT AS MAY BE PERMITTED FROM TIME TO TIME UNDER THE SEBI ICDR REGULATIONS; (B) THE BOARD MAY, IN ACCORDANCE WITH APPLICABLE LAW, ALSO OFFER A DISCOUNT OF NOT MORE THAN 5% OR SUCH OTHER DISCOUNT AS PERMITTED UNDER APPLICABLE LAW ON THE PRICE CALCULATED IN ACCORDANCE WITH THE PRICING FORMULA PROVIDED UNDER THE SEBI ICDR REGULATIONS." "RESOLVED FURTHER THAT IN PURSUANCE OF THE AFORESAID RESOLUTIONS: (A) THE SECURITIES TO BE SO CREATED, OFFERED, ISSUED AND ALLOTTED SHALL BE SUBJECT TO THE PROVISIONS OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY; (B) THE SECURITIES TO BE SO CREATED, OFFERED, ISSUED AND ALLOTTED SHALL RANK PARI PASSU WITH THE EXISTING SECURITIES OF THE COMPANY IN ALL RESPECTS; AND (C) THE EQUITY SHARES, INCLUDING ANY EQUITY SHARES ISSUED UPON CONVERSION OF ANY CONVERTIBLE SECURITIES, TO BE SO CREATED, OFFERED, ISSUED AND ALLOTTED IN TERMS OF THIS RESOLUTION SHALL RANK PARI PASSU WITH THE EXISTING EQUITY SHARES OF THE COMPANY IN ALL RESPECTS." "RESOLVED FURTHER THAT IF ANY ISSUE OF SECURITIES IS MADE BY WAY OF A QIP IN TERMS OF CHAPTER VI OF THE SEBI ICDR REGULATIONS, THE ALLOTMENT OF SUCH SECURITIES, OR ANY COMBINATION OF SECURITIES AS MAY BE DECIDED BY THE BOARD SHALL BE COMPLETED WITHIN A PERIOD OF 365 DAYS FROM THE DATE OF THIS RESOLUTION, OR SUCH OTHER TIME AS MAY BE ALLOWED UNDER THE SEBI ICDR REGULATIONS FROM TIME TO TIME." "RESOLVED FURTHER THAT ANY ISSUE OF SECURITIES MADE BY WAY OF A QIP IN TERMS OF CHAPTER VI OF THE SEBI ICDR CONT CONTD IN ACCORDANCE WITH APPLICABLE LAW AND Non-Voting SUCH SECURITIES SHALL BE ISSUED AT SUCH PRICE BEING NOT LESS THAN THE PRICE DETERMINED IN ACCORDANCE WITH THE PRICING FORMULA PROVIDED UNDER CHAPTER VI OF THE SEBI ICDR REGULATIONS." "RESOLVED FURTHER THAT THE ISSUE TO THE HOLDERS OF THE SECURITIES, WHICH ARE CONVERTIBLE INTO OR EXCHANGEABLE WITH EQUITY SHARES AT A LATER DATE SHALL BE, INTER ALIA, SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS: (A) IN THE EVENT OF THE COMPANY MAKING A BONUS ISSUE BY WAY OF CAPITALIZATION OF ITS PROFITS OR RESERVES PRIOR TO THE ALLOTMENT OF THE EQUITY SHARES, THE NUMBER OF EQUITY SHARES TO BE ALLOTTED SHALL STAND AUGMENTED IN THE SAME PROPORTION IN WHICH THE EQUITY SHARE CAPITAL INCREASES AS A CONSEQUENCE OF SUCH BONUS ISSUE AND THE PREMIUM, IF ANY, SHALL STAND REDUCED PRO TANTO; (B) IN THE EVENT OF THE COMPANY MAKING A RIGHTS OFFER BY ISSUE OF EQUITY SHARES PRIOR TO THE ALLOTMENT OF THE EQUITY SHARES, THE ENTITLEMENT TO THE EQUITY SHARES WILL STAND INCREASED IN THE SAME PROPORTION AS THAT OF THE RIGHTS OFFER AND SUCH ADDITIONAL EQUITY SHARES SHALL BE OFFERED TO THE HOLDERS OF THE SECURITIES AT THE SAME PRICE AT WHICH THE SAME ARE OFFERED TO THE EXISTING SHAREHOLDERS; (C) IN THE EVENT OF MERGER, AMALGAMATION, TAKEOVER OR ANY OTHER RE-ORGANIZATION OR RESTRUCTURING OR ANY SUCH CORPORATE ACTION, THE NUMBER OF EQUITY SHARES AND THE PRICE AS AFORESAID SHALL BE SUITABLY ADJUSTED; AND (D) IN THE EVENT OF CONSOLIDATION AND/OR DIVISION OF OUTSTANDING EQUITY SHARES INTO SMALLER NUMBER OF EQUITY SHARES (INCLUDING BY WAY OF STOCK SPLIT) OR RECLASSIFICATION OF THE SECURITIES INTO OTHER SECURITIES AND/OR INVOLVEMENT IN SUCH OTHER EVENT OR CIRCUMSTANCES WHICH IN THE OPINION OF CONCERNED STOCK EXCHANGE REQUIRES SUCH ADJUSTMENTS, NECESSARY ADJUSTMENTS WILL BE MADE." "RESOLVED FURTHER THAT FOR THE PURPOSE OF GIVING EFFECT TO ANY OFFER, ISSUE OR ALLOTMENT OF EQUITY SHARES AND/OR SECURITIES OR INSTRUMENTS REPRESENTING THE SAME, AS DESCRIBED ABOVE, THE BOARD BE AND IS HEREBY AUTHORIZED ON BEHALF OF THE COMPANY TO SEEK LISTING OF ANY OR ALL OF SUCH SECURITIES ON ONE OR MORE STOCK EXCHANGES IN INDIA OR OUTSIDE INDIA AND THE LISTING OF EQUITY SHARES UNDERLYING THE ADRS AND/OR GDRS ON THE STOCK EXCHANGES IN INDIA." "RESOLVED FURTHER THAT WITHOUT PREJUDICE TO THE GENERALITY OF THE ABOVE, SUBJECT TO APPLICABLE LAWS AND SUBJECT TO APPROVAL, CONSENTS, PERMISSIONS, IF ANY OF ANY STATUTORY, REGULATORY OR GOVERNMENTAL BODY, AUTHORITY OR INSTITUTION, INCLUDING ANY CONDITIONS AS MAY BE PRESCRIBED IN GRANTING SUCH APPROVAL OR PERMISSIONS BY SUCH STATUTORY, REGULATORY OR GOVERNMENTAL AUTHORITY OR INSTITUTION, THE AFORESAID SECURITIES MAY HAVE SUCH FEATURES AND ATTRIBUTES OR ANY TERMS OR COMBINATION OF TERMS THAT PROVIDE FOR THE TRADABILITY AND FREE TRANSFERABILITY THEREOF IN ACCORDANCE WITH THE PREVAILING PRACTICES IN CAPITAL MARKETS INCLUDING BUT NOT LIMITED TO THE TERMS AND CONDITIONS FOR ISSUE OF ADDITIONAL SECURITIES AND THE BOARD SUBJECT TO APPLICABLE LAWS, REGULATIONS AND GUIDELINES BE AND IS HEREBY AUTHORIZED IN ITS ABSOLUTE DISCRETION IN SUCH MANNER AS IT MAY DEEM FIT, TO DISPOSE OF SUCH SECURITIES THAT ARE NOT SUBSCRIBED." "RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORIZED TO APPOINT LEAD MANAGER(S), UNDERWRITERS, DEPOSITORIES, CUSTODIANS, REGISTRARS, BANKERS, LAWYERS, ADVISORS AND ALL SUCH AGENCIES AS ARE OR MAY BE REQUIRED TO BE APPOINTED FOR, INVOLVED IN OR CONCERNED WITH THE ISSUE AND TO REMUNERATE THEM BY WAY OF COMMISSION, BROKERAGE, FEES OR THE LIKE AND ALSO TO REIMBURSE THEM OUT OF POCKET EXPENSES INCURRED BY THEM AND ALSO TO ENTER INTO AND EXECUTE ALL SUCH ARRANGEMENTS, AGREEMENTS, MEMORANDA, DOCUMENTS, ETC., WITH SUCH AGENCIES." "RESOLVED FURTHER THAT FOR THE PURPOSE OF GIVING EFFECT TO THE ABOVE, THE BOARD BE AND IS HEREBY AUTHORIZED ON BEHALF OF THE COMPANY TO TAKE ALL ACTIONS AND DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS IT MAY, IN ITS ABSOLUTE DISCRETION, DEEM NECESSARY, DESIRABLE OR EXPEDIENT FOR THE ISSUE AND TO RESOLVE AND SETTLE ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN REGARD TO SUCH ISSUE, INCLUDING THE FINALIZATION AND APPROVAL OF THE DRAFT OFFER DOCUMENT(S) AND FINAL OFFER DOCUMENT(S), DETERMINING THE FORM AND MANNER OF THE ISSUE, FINALIZATION OF THE TIMING OF THE ISSUE, IDENTIFICATION OF THE INVESTORS TO WHOM THE SECURITIES ARE TO BE ALLOTTED, DETERMINING THE ISSUE PRICE, FACE VALUE, PREMIUM AMOUNT ON ISSUE/CONVERSION OF THE SECURITIES, IF ANY, RATE OF INTEREST, EXECUTION OF VARIOUS TRANSACTION DOCUMENTS, SIGNING OF DECLARATIONS, CREATION OF MORTGAGE/CHARGE, UTILIZATION OF THE ISSUE PROCEEDS, WITHOUT BEING REQUIRED TO SEEK ANY FURTHER CONSENT OR APPROVAL OF THE MEMBERS OR OTHERWISE TO THE END AND INTENT THAT THE MEMBERS SHALL BE DEEMED TO HAVE GIVEN THEIR APPROVAL THERETO EXPRESSLY BY THE AUTHORITY OF THIS RESOLUTION." "RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORIZED TO ISSUE AND ALLOT SUCH NUMBER OF EQUITY SHARES AS MAY BE REQUIRED TO BE ISSUED AND ALLOTTED UPON CONVERSION OF ANY SECURITIES OR AS MAY BE NECESSARY IN ACCORDANCE WITH THE TERMS OF THE OFFERING, ALL SUCH EQUITY SHARES RANKING PARI PASSU WITH THE EXISTING EQUITY SHARES OF THE COMPANY IN ALL RESPECTS." "RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORIZED TO CONSTITUTE OR FORM A COMMITTEE OR DELEGATE ALL OR ANY OF ITS POWERS TO ANY DIRECTOR(S) OR COMMITTEE OF DIRECTORS/COMPANY SECRETARY/CHIEF FINANCIAL OFFICER OR OTHER PERSONS AUTHORIZED BY THE BOARD FOR OBTAINING APPROVALS, STATUTORY, CONTRACTUAL OR OTHERWISE, IN RELATION TO THE ABOVE AND TO SETTLE ALL MATTERS ARISING OUT OF AND INCIDENTAL THERETO, AND TO EXECUTE ALL DEEDS, APPLICATIONS, DOCUMENTS AND WRITINGS THAT MAY BE REQUIRED, ON BEHALF OF THE COMPANY AND GENERALLY TO DO ALL ACTS, DEEDS, MATTERS AND THINGS THAT MAY BE NECESSARY, PROPER, EXPEDIENT OR INCIDENTAL FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION AND ACCEPT ANY ALTERATIONS OR MODIFICATION(S) AS THEY MAY DEEM FIT AND PROPER AND GIVE SUCH DIRECTIONS AS MAY BE NECESSARY TO SETTLE ANY QUESTION OR DIFFICULTY THAT MAY ARISE IN REGARD TO ISSUE AND ALLOTMENT OF THE SECURITIES." -------------------------------------------------------------------------------------------------------------------------- PB FINTECH LIMITED Agenda Number: 715157613 -------------------------------------------------------------------------------------------------------------------------- Security: Y67616287 Meeting Type: OTH Meeting Date: 11-Mar-2022 Ticker: ISIN: INE417T01026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 RATIFICATION OF PB FINTECH EMPLOYEES STOCK Mgmt For For OPTION PLAN 2020 ("ESOP 2020") 2 RATIFICATION TO EXTEND BENEFITS OF PB Mgmt For For FINTECH EMPLOYEES STOCK OPTION PLAN 2020 ("ESOP 2020") TO THE EMPLOYEES OF SUBSIDIARY COMPANIES OF THE COMPANY 3 RATIFICATION OF PB FINTECH EMPLOYEES STOCK Mgmt Against Against OPTION PLAN 2021 ("ESOP 2021") 4 RATIFICATION TO EXTEND BENEFITS OF PB Mgmt Against Against FINTECH EMPLOYEES STOCK OPTION PLAN 2021 ("ESOP 2021") TO THE EMPLOYEES OF SUBSIDIARY COMPANIES OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- PERSISTENT SYSTEMS LTD Agenda Number: 714395072 -------------------------------------------------------------------------------------------------------------------------- Security: Y68031106 Meeting Type: AGM Meeting Date: 21-Jul-2021 Ticker: ISIN: INE262H01013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For UNCONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021, REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 3 TO CONFIRM THE PAYMENT OF THE INTERIM Mgmt For For DIVIDEND OF INR 14 PER EQUITY SHARE AND DECLARE A FINAL DIVIDEND OF INR 6 PER EQUITY SHARE FOR THE FINANCIAL YEAR 2020-21 4 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt For For SANDEEP KUMAR KALRA, NEW JERSEY, USA (DIN: 02506494), EXECUTIVE DIRECTOR, WHO RETIRES BY ROTATION AND HAS CONFIRMED HIS ELIGIBILITY AND WILLINGNESS TO ACCEPT THE OFFICE, IF RE-APPOINTED 5 TO APPOINT MR. SUNIL SAPRE, PUNE, INDIA Mgmt For For (DIN: 06475949) AS AN EXECUTIVE DIRECTOR OF THE COMPANY LIABLE TO RETIRE BY ROTATION, TO HOLD THE OFFICE WITH EFFECT FROM JANUARY 27, 2021 TILL SEPTEMBER 30, 2024 6 TO APPROVE AMENDMENTS IN THE 'PERSISTENT Mgmt Against Against EMPLOYEE STOCK OPTION SCHEME 2014 7 TO GRANT EMPLOYEE STOCK OPTIONS TO THE Mgmt Against Against EMPLOYEES OF SUBSIDIARY COMPANY(IES) OF THE COMPANY UNDER 'PERSISTENT EMPLOYEE STOCK OPTION SCHEME 2014 8 TO APPROVE AMENDMENTS IN THE 'PERSISTENT Mgmt Against Against SYSTEMS LIMITED - EMPLOYEE STOCK OPTION PLAN 2017 9 TO GRANT EMPLOYEE STOCK OPTIONS TO THE Mgmt Against Against EMPLOYEES OF SUBSIDIARY COMPANY(IES) OF THE COMPANY UNDER 'PERSISTENT SYSTEMS LIMITED - EMPLOYEE STOCK OPTION PLAN 2017 -------------------------------------------------------------------------------------------------------------------------- QUESS CORP LTD Agenda Number: 715210718 -------------------------------------------------------------------------------------------------------------------------- Security: Y3R6BW102 Meeting Type: OTH Meeting Date: 30-Mar-2022 Ticker: ISIN: INE615P01015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. 1 TO APPOINT MR. GURUPRASAD SRINIVASAN (DIN: Mgmt For For 07596207) AS A DIRECTOR OF THE COMPANY 2 TO APPOINT MR. GURUPRASAD SRINIVASAN (DIN: Mgmt For For 07596207) AS A WHOLE-TIME DIRECTOR AND GROUP CHIEF EXECUTIVE OFFICER OF THE COMPANY AND APPROVAL OF THE TERMS OF APPOINTMENT 3 TO ALTER THE ARTICLES OF ASSOCIATION OF THE Mgmt For For COMPANY -------------------------------------------------------------------------------------------------------------------------- RELIANCE INDUSTRIES LTD Agenda Number: 714674086 -------------------------------------------------------------------------------------------------------------------------- Security: Y72596102 Meeting Type: OTH Meeting Date: 19-Oct-2021 Ticker: ISIN: INE002A01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF HIS EXCELLENCY YASIR OTHMAN Mgmt For For H. AL RUMAYYAN AS AN INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- RELIANCE INDUSTRIES LTD Agenda Number: 715156673 -------------------------------------------------------------------------------------------------------------------------- Security: Y72596102 Meeting Type: CRT Meeting Date: 09-Mar-2022 Ticker: ISIN: INE002A01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, THE RULES, CIRCULARS AND NOTIFICATIONS MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE), SUBJECT TO THE PROVISIONS OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY AND SUBJECT TO THE APPROVAL OF HON'BLE JURISDICTIONAL NATIONAL COMPANY LAW TRIBUNAL ("NCLT") AND SUBJECT TO SUCH OTHER APPROVALS, PERMISSIONS AND SANCTIONS OF REGULATORY AND OTHER AUTHORITIES, AS MAY BE NECESSARY AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE DEEMED APPROPRIATE BY THE PARTIES TO THE SCHEME, AT ANY TIME AND FOR ANY REASON WHATSOEVER, OR WHICH MAY OTHERWISE BE CONSIDERED NECESSARY, DESIRABLE OR AS MAY BE PRESCRIBED OR IMPOSED BY THE NCLT OR BY ANY REGULATORY OR OTHER AUTHORITIES, WHILE GRANTING SUCH APPROVALS, PERMISSIONS AND SANCTIONS, WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS THE "BOARD", WHICH TERM SHALL BE DEEMED TO MEAN AND INCLUDE ONE OR MORE COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY THE BOARD OR ANY OTHER PERSON AUTHORISED BY IT TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION), THE ARRANGEMENT EMBODIED IN THE SCHEME OF ARRANGEMENT BETWEEN RELIANCE INDUSTRIES LIMITED & ITS SHAREHOLDERS AND CREDITORS AND RELIANCE SYNGAS LIMITED & ITS SHAREHOLDERS AND CREDITORS ("SCHEME"), BE AND IS HEREBY APPROVED; RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORISED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS, AS IT MAY, IN ITS ABSOLUTE DISCRETION DEEM REQUISITE, DESIRABLE, APPROPRIATE OR NECESSARY TO GIVE EFFECT TO THIS RESOLUTION AND EFFECTIVELY IMPLEMENT THE ARRANGEMENT EMBODIED IN THE SCHEME AND TO MAKE ANY MODIFICATIONS OR AMENDMENTS TO THE SCHEME AT ANY TIME AND FOR ANY REASON WHATSOEVER, AND TO ACCEPT SUCH MODIFICATIONS, AMENDMENTS, LIMITATIONS AND/OR CONDITIONS, IF ANY, WHICH MAY BE REQUIRED AND/OR IMPOSED BY THE NCLT WHILE SANCTIONING THE ARRANGEMENT EMBODIED IN THE SCHEME OR BY ANY AUTHORITIES UNDER LAW, OR AS MAY BE REQUIRED FOR THE PURPOSE OF RESOLVING ANY QUESTIONS OR DOUBTS OR DIFFICULTIES THAT MAY ARISE INCLUDING PASSING OF SUCH ACCOUNTING ENTRIES AND /OR MAKING SUCH ADJUSTMENTS IN THE BOOKS OF ACCOUNTS AS CONSIDERED NECESSARY IN GIVING EFFECT TO THE SCHEME, AS THE BOARD MAY DEEM FIT AND PROPER CMMT 9 FEB 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO CHANGE MEETING TYPE FROM AGM TO CRT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- SBI CARDS & PAYMENT SERVICES LTD Agenda Number: 714517680 -------------------------------------------------------------------------------------------------------------------------- Security: Y7T35P100 Meeting Type: AGM Meeting Date: 26-Aug-2021 Ticker: ISIN: INE018E01016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF FINANCIAL STATEMENTS Mgmt For For 2 FIXING OF AUDITORS REMUNERATION Mgmt For For 3 APPOINTMENT OF SHRI SHRINIWAS YESHWANT Mgmt For For JOSHI (DIN 05189697) AS AN INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- SBI CARDS & PAYMENT SERVICES LTD Agenda Number: 715114548 -------------------------------------------------------------------------------------------------------------------------- Security: Y7T35P100 Meeting Type: OTH Meeting Date: 03-Mar-2022 Ticker: ISIN: INE018E01016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 RE-APPOINTMENT OF DR. TEJENDRA MOHAN BHASIN Mgmt For For (DIN: 03091429) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 2 RE-APPOINTMENT OF MR. RAJENDRA KUMAR SARAF Mgmt For For (DIN: 02730755) AS AN INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- SBI LIFE INSURANCE COMPANY LTD Agenda Number: 714614167 -------------------------------------------------------------------------------------------------------------------------- Security: Y753N0101 Meeting Type: AGM Meeting Date: 24-Sep-2021 Ticker: ISIN: INE123W01016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE REVENUE Mgmt For For ACCOUNT, PROFIT AND LOSS ACCOUNT AND RECEIPTS AND PAYMENTS ACCOUNT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND THE BALANCE SHEET OF THE COMPANY AS AT MARCH 31, 2021, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS' OF THE COMPANY ("BOARD"), REPORT OF THE STATUTORY AUDITORS OF THE COMPANY ("AUDITORS") AND COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA ("CAG") 2 TO CONFIRM THE INTERIM DIVIDEND DECLARED BY Mgmt For For THE COMPANY ON MARCH 25, 2021 AS FINAL DIVIDEND FOR THE YEAR ENDED MARCH 31, 2021 3 TO CONSIDER AND TO PASS THE FOLLOWING Mgmt For For RESOLUTION AS AN ORDINARY RESOLUTION FOR FIXATION OF REMUNERATION OF THE STATUTORY AUDITORS OF THE COMPANY IN ACCORDANCE WITH THE SECTION 142 OF THE COMPANIES ACT, 2013, AS YET TO BE APPOINTED BY THE COMPTROLLER AND AUDITOR GENERAL OF INDIA, FOR THE FINANCIAL YEAR 2021-22 IN FURTHERANCE OF ITS POWERS EMBODIED WITHIN SECTION 139 OF COMPANIES ACT, 2013, AS AMENDED AND READ WITH APPLICABLE NOTIFICATIONS ISSUED THEREUNDER : "RESOLVED THAT IN ACCORDANCE WITH SECTION 142 OF COMPANIES ACT, 2013, AS AMENDED AND READ WITH THE APPLICABLE NOTIFICATIONS ISSUED THEREUNDER ("COMPANIES ACT, 2013") AND APPLICABLE NOTIFICATIONS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA ("CAG"), THE REMUNERATION PAYABLE TO THE STATUTORY AUDITORS OF THE COMPANY ("AUDITORS") FOR THE FINANCIAL YEAR 2021-22, IS AFFIXED AT RS. 58 LAKHS (RS. 29 LAKHS EACH) FOR ANNUAL AUDIT AND RS. 15 LAKHS (RS. 7.50 LAKHS EACH) FOR HALF YEAR AUDIT AND RS. 20 LAKHS (RS.5 LAKHS EACH FOR JUNE AND DECEMBER QUARTER) FOR LIMITED REVIEW PLUS APPLICABLE TAXES AND REIMBURSEMENT OF OUT OF POCKET EXPENSES INCURRED BY THE AUDITORS, IF ANY, IN CONNECTION WITH THE AUDIT OF THE ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR 2021-22 BE AND IS HEREBY APPROVED" 4 REVISION IN THE REMUNERATION OF MR. MAHESH Mgmt For For KUMAR SHARMA (DIN: 08740737), MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER OF THE COMPANY 5 APPOINTMENT OF MR. SHOBINDER DUGGAL (DIN: Mgmt For For 00039580), AS AN INDEPENDENT DIRECTOR OF THE COMPANY 6 APPOINTMENT OF DR. TEJENDRA MOHAN BHASIN Mgmt For For (DIN: 03091429), AS AN INDEPENDENT DIRECTOR OF THE COMPANY 7 APPOINTMENT OF MS. USHA SANGWAN (DIN: Mgmt For For 02609263), AS AN INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- SBI LIFE INSURANCE COMPANY LTD Agenda Number: 715208509 -------------------------------------------------------------------------------------------------------------------------- Security: Y753N0101 Meeting Type: OTH Meeting Date: 30-Mar-2022 Ticker: ISIN: INE123W01016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPROVAL FOR ENTERING INTO MATERIAL RELATED Mgmt For For PARTY TRANSACTION FOR PURCHASE AND / OR SALE OF INVESTMENTS 2 APPROVAL FOR ENTERING INTO MATERIAL RELATED Mgmt For For PARTY TRANSACTION WITH STATE BANK OF INDIA -------------------------------------------------------------------------------------------------------------------------- SONA BLW PRECISION FORGINGS LTD Agenda Number: 714557177 -------------------------------------------------------------------------------------------------------------------------- Security: Y8T725106 Meeting Type: AGM Meeting Date: 09-Sep-2021 Ticker: ISIN: INE073K01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND ADOPT THE AUDITED Mgmt For For STANDALONE FINANCIAL STATEMENTS AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2021 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO APPOINT A DIRECTOR IN PLACE OF MR. VIVEK Mgmt For For VIKRAM SINGH (DIN: 07698495) WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 3 TO APPROVE THE PAYMENT OF REMUNERATION TO Mgmt For For MR. SUNJAY KAPUR (DIN:00145529), NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE COMPANY FOR THE FINANCIAL YEAR 2021-22 4 TO APPROVE THE PAYMENT OF REMUNERATION OR Mgmt For For COMPENSATION TO NON-EXECUTIVE DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) OF THE COMPANY 5 TO APPROVE THE PAYMENT OF REMUNERATION TO Mgmt For For MR. VIVEK VIKRAM SINGH (DIN 07698495), MANAGING DIRECTOR AND GROUP CEO OF THE COMPANY 6 TO APPROVE THE EXIT RETURN INCENTIVE Mgmt For For PLAN(ERI) FOR THE EMPLOYEES OF THE COMPANY BY SINGAPORE VII TOPCO III PTE. LTD -------------------------------------------------------------------------------------------------------------------------- STATE BANK OF INDIA Agenda Number: 715734340 -------------------------------------------------------------------------------------------------------------------------- Security: Y8155P103 Meeting Type: AGM Meeting Date: 22-Jun-2022 Ticker: ISIN: INE062A01020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO DISCUSS AND ADOPT THE BALANCE SHEET AND Mgmt For For THE PROFIT AND LOSS ACCOUNT OF THE STATE BANK OF INDIA MADE UP TO THE 31ST DAY OF MARCH 2022, THE REPORT OF THE CENTRAL BOARD ON THE WORKING AND ACTIVITIES OF THE STATE BANK OF INDIA FOR THE PERIOD COVERED BY THE ACCOUNTS AND THE AUDITOR'S REPORT ON THE BALANCE SHEET AND ACCOUNTS -------------------------------------------------------------------------------------------------------------------------- SUNDRAM FASTENERS LIMITED Agenda Number: 714476529 -------------------------------------------------------------------------------------------------------------------------- Security: Y8209Q131 Meeting Type: AGM Meeting Date: 20-Aug-2021 Ticker: ISIN: INE387A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO ADOPT THE AUDITED FINANCIAL STATEMENT Mgmt For For FOR THE YEAR ENDED MARCH 31, 2021 ALONG WITH THE REPORT OF THE BOARD OF DIRECTORS AND AUDITOR'S THEREON. "RESOLVED THAT THE AUDITED FINANCIAL STATEMENT INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2021 TOGETHER WITH THE AUDITOR'S REPORT THEREON AND THE REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED ON THAT DATE BE AND ARE HEREBY APPROVED AND ADOPTED 2 RESOLVED THAT MS ARATHI KRISHNA (DIN Mgmt For For 00517456), WHO RETIRES BY ROTATION AND BEING ELIGIBLE FOR RE-APPOINTMENT IS HEREBY RE-APPOINTED AS A DIRECTOR OF THE COMPANY 3 RESOLVED THAT THE REMUNERATION OF INR Mgmt For For 4,00,000/- (RUPEES FOUR LAKHS ONLY), IN ADDITION TO REIMBURSEMENT OF TRAVEL AND OUT-OF-POCKET EXPENSES, PAYABLE TO SRI P RAJU IYER, PRACTISING COST ACCOUNTANT, (MEMBERSHIP NO. 6987) WHO WAS APPOINTED AS COST AUDITOR OF THE COMPANY FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022, AS RECOMMENDED BY THE AUDIT COMMITTEE AND APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY PURSUANT TO SECTION 148 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (AUDIT AND AUDITORS) RULES 2014 IS HEREBY RATIFIED PURSUANT TO SECTION 148 OF THE COMPANIES ACT, 2013 AND RULE 14 OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014, THE COMPANY IS REQUIRED TO APPOINT A COST AUDITOR TO CONDUCT THE AUDIT OF THE COST RECORDS OF THE COMPANY, FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022. SRI P RAJU IYER, FICWA, ACS, MIMA, MBA (UK), M PHIL, PRACTISING COST ACCOUNTANT (MEMBERSHIP NO. 6987) WAS APPOINTED AS THE COST AUDITOR OF THE COMPANY FOR THE FINANCIAL YEARS ENDED MARCH 31, 2014 TO MARCH 31, 2021 FOR CONDUCTING THE COST AUDIT AS MANDATED BY THE ACT. ON THE RECOMMENDATION OF THE AUDIT COMMITTEE, THE BOARD HAS CONSIDERED AND APPROVED THE APPOINTMENT OF SRI P RAJU IYER, PRACTISING COST ACCOUNTANT, AS THE COST AUDITOR FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022 AT A REMUNERATION OF RS 4,00,000 (RUPEES FOUR LAKHS ONLY) IN ADDITION TO REIMBURSEMENT OF TRAVEL AND OUT-OF-POCKET EXPENSES. THE PROPOSAL FOR REMUNERATION AS SET OUT IN THE NOTICE IS PLACED FOR CONSIDERATION AND RATIFICATION OF THE SHAREHOLDERS BY WAY OF AN ORDINARY RESOLUTION. THE BOARD RECOMMENDS THE RESOLUTION SET FORTH IN THE NOTICE (AGENDA NO 3) FOR APPROVAL BY THE MEMBERS. CONCERN OR INTEREST, FINANCIAL OR OTHERWISE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THEIR RELATIVES NO DIRECTOR OR KEY MANAGERIAL PERSONNEL OR THEIR RELATIVE IS CONCERNED OR INTERESTED IN THIS ITEM OF BUSINESS CMMT 15 JUL 2021: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO CHANGE IN RECORD DATE FROM 18 AUG 2021 TO 13 AUG 2021. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- SUNDRAM FASTENERS LIMITED Agenda Number: 714678096 -------------------------------------------------------------------------------------------------------------------------- Security: Y8209Q131 Meeting Type: OTH Meeting Date: 21-Oct-2021 Ticker: ISIN: INE387A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPROVAL OF THE APPOINTMENT OF DR ANANTHA V Mgmt For For NAGESWARAN (DIN: 00760377) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR FOR A PERIOD OF 5 (FIVE) YEARS EFFECTIVE SEPTEMBER 16, 2021 -------------------------------------------------------------------------------------------------------------------------- SUNDRAM FASTENERS LTD Agenda Number: 715676865 -------------------------------------------------------------------------------------------------------------------------- Security: Y8209Q131 Meeting Type: OTH Meeting Date: 16-Jun-2022 Ticker: ISIN: INE387A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF REMUNERATION PAYABLE TO SRI Mgmt Against Against SURESH KRISHNA, CHAIRMAN AND NON-EXECUTIVE DIRECTOR (DIN: 00046919) FOR THE FINANCIAL YEAR ENDING MARCH 31, 2023 PURSUANT TO REGULATION 17(6)(CA) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 2 APPROVAL OF PAYMENT OF COMMISSION TO THE Mgmt Against Against NON-EXECUTIVE DIRECTORS NOT EXCEEDING 1% (ONE PERCENT) OF THE NET PROFITS OF THE COMPANY PER ANNUM 3 APPROVAL OF RE-APPOINTMENT OF SRI HERAMB R Mgmt For For HAJARNAVIS (DIN: 01680435) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR THE SECOND TERM OF FIVE CONSECUTIVE YEARS COMMENCING FROM SEPTEMBER 20, 2022 TO SEPTEMBER 19, 2027 CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- SUNDRAM FASTENERS LTD Agenda Number: 715754467 -------------------------------------------------------------------------------------------------------------------------- Security: Y8209Q131 Meeting Type: AGM Meeting Date: 29-Jun-2022 Ticker: ISIN: INE387A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 RESOLVED THAT THE AUDITED FINANCIAL Mgmt For For STATEMENT INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2022 TOGETHER WITH THE AUDITOR'S REPORT THEREON AND THE REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED ON THAT DATE BE AND ARE HEREBY APPROVED AND ADOPTED 2 RESOLVED THAT MS PREETHI KRISHNA (DIN: Mgmt For For 02037253), WHO RETIRES BY ROTATION AND BEING ELIGIBLE FOR RE-APPOINTMENT IS HEREBY RE-APPOINTED AS A DIRECTOR OF THE COMPANY 3 RESOLVED THAT M/S. B S R & CO. LLP, Mgmt For For CHARTERED ACCOUNTANTS, CHENNAI [(REGISTRATION NO. 101248W/ W-100022) WITH THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA], ARE HEREBY RE-APPOINTED AS STATUTORY AUDITORS OF THE COMPANY UNDER SECTION 139 OF THE COMPANIES ACT, 2013, WHOSE TERM EXPIRES AT THE CONCLUSION OF THE 59TH ANNUAL GENERAL MEETING RESOLVED FURTHER THAT PURSUANT TO SECTION 139 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, M/S. B S R & CO. LLP, CHARTERED ACCOUNTANTS, CHENNAI, WILL HOLD OFFICE AS THE STATUTORY AUDITORS OF THE COMPANY, FOR THE SECOND TERM OF FIVE CONSECUTIVE YEARS, TILL THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE FINANCIAL YEAR 2026-2027, ON SUCH REMUNERATION AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY, IN ADDITION TO REIMBURSEMENT OF TRAVELLING AND OTHER OUT-OF-POCKET EXPENSES ACTUALLY INCURRED BY THEM IN CONNECTION WITH THE AUDIT 4 RESOLVED THAT THE REMUNERATION OF INR Mgmt For For 4,00,000/- (RUPEES FOUR LAKHS ONLY), IN ADDITION TO REIMBURSEMENT OF TRAVEL AND OUT-OF-POCKET EXPENSES, PAYABLE TO SRI P RAJU IYER, PRACTICING COST ACCOUNTANT, (MEMBERSHIP NO. 6987) WHO WAS APPOINTED AS COST AUDITOR OF THE COMPANY FOR THE FINANCIAL YEAR ENDING MARCH 31, 2023, AS RECOMMENDED BY THE AUDIT COMMITTEE AND APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY PURSUANT TO SECTION 148 OF THE COMPANIES ACT, 2013 AND RULE 14 OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014 IS HEREBY RATIFIED CMMT 08 JUN 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 3. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- SYNGENE INTERNATIONAL LTD Agenda Number: 714414454 -------------------------------------------------------------------------------------------------------------------------- Security: Y8T288113 Meeting Type: AGM Meeting Date: 21-Jul-2021 Ticker: ISIN: INE398R01022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF FINANCIAL STATEMENTS Mgmt For For 2 TO APPROVE THE APPOINTMENT OF PROFESSOR Mgmt For For CATHERINE ROSENBERG (DIN: 06422834) AS DIRECTOR LIABLE TO RETIRE BY ROTATION 3 TO RE-APPOINT M/S B S R & CO. LLP, Mgmt For For CHARTERED ACCOUNTANTS AS STATUTORY AUDITORS OF THE COMPANY AND TO FIX THEIR REMUNERATION 4 TO APPROVE THE APPOINTMENT OF DR KUSH Mgmt For For PARMAR (DIN: 09212020) AS AN INDEPENDENT DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- TATA CONSUMER PRODUCTS LTD Agenda Number: 714950169 -------------------------------------------------------------------------------------------------------------------------- Security: Y85484130 Meeting Type: OTH Meeting Date: 28-Dec-2021 Ticker: ISIN: INE192A01025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPROVAL OF TATA CONSUMER PRODUCTS LIMITED Mgmt For For - SHARE-BASED LONG-TERM INCENTIVE SCHEME 2021 ("TCPL SLTI SCHEME 2021" OR "THE SCHEME") FOR GRANT OF PERFORMANCE SHARE UNITS TO THE ELIGIBLE EMPLOYEES OF THE COMPANY UNDER THE SCHEME 2 EXTENSION OF THE TATA CONSUMER PRODUCTS Mgmt For For LIMITED - SHARE-BASED LONG-TERM INCENTIVE SCHEME 2021 ("TCPL SLTI SCHEME 2021" OR "THE SCHEME") TO ELIGIBLE EMPLOYEES OF CERTAIN SUBSIDIARY COMPANIES OF THE COMPANY 3 APPOINTMENT OF DR. K. P. KRISHNAN (DIN: Mgmt For For 01099097) AS A DIRECTOR AND AS AN INDEPENDENT DIRECTOR CMMT 29 NOV 2021: PLEASE NOTE THAT THE MEETING Non-Voting TYPE CHANGED FROM AGM TO OTH. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- TATA CONSUMER PRODUCTS LTD Agenda Number: 715328844 -------------------------------------------------------------------------------------------------------------------------- Security: Y85484130 Meeting Type: OTH Meeting Date: 29-Apr-2022 Ticker: ISIN: INE192A01025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 TO CREATE, OFFER, ISSUE AND ALLOT EQUITY Mgmt For For SHARES ON PREFERENTIAL BASIS -------------------------------------------------------------------------------------------------------------------------- TATA CONSUMER PRODUCTS LTD Agenda Number: 715737170 -------------------------------------------------------------------------------------------------------------------------- Security: Y85484130 Meeting Type: AGM Meeting Date: 27-Jun-2022 Ticker: ISIN: INE192A01025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF AUDITED STANDALONE FINANCIAL Mgmt For For STATEMENTS 2 ADOPTION OF AUDITED CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS 3 DECLARATION OF DIVIDEND: INR 6.05 PER Mgmt For For EQUITY SHARE 4 APPOINTMENT OF MR. P. B. BALAJI (DIN Mgmt For For 02762983) AS DIRECTOR, LIABLE TO RETIRE BY ROTATION 5 RE-APPOINTMENT OF STATUTORY AUDITORS FOR Mgmt For For THE SECOND TERM OF 5 YEARS: DELOITTE HASKINS & SELLS LLP, CHARTERED ACCOUNTANTS (FIRM REGISTRATION NO. 117366W/W-100018) 6 RATIFICATION OF COST AUDITOR'S REMUNERATION Mgmt For For FY 2022-23 7 RE-APPOINTMENT OF MR. SIRAJ CHAUDHRY (DIN Mgmt For For 00161853) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR THE SECOND TERM OF 5 YEARS 8 APPOINTMENT OF MR. DAVID CREAN (DIN Mgmt For For 09584874) AS A NON-EXECUTIVE, INDEPENDENT DIRECTOR OF THE COMPANY 9 MAINTAINING THE REGISTERS AND INDEXES OF Mgmt For For MEMBERS AND COPIES OF ANNUAL RETURNS AT THE REGISTERED OFFICE OF THE COMPANY AND/OR THE REGISTRAR AND TRANSFER AGENT OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- TATA MOTORS LTD Agenda Number: 714414769 -------------------------------------------------------------------------------------------------------------------------- Security: Y85740267 Meeting Type: AGM Meeting Date: 30-Jul-2021 Ticker: ISIN: INE155A01022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON 3 TO APPOINT A DIRECTOR IN PLACE OF MR N Mgmt Against Against CHANDRASEKARAN (DIN: 00121863) WHO, RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 APPOINTMENT OF MR MITSUHIKO YAMASHITA (DIN: Mgmt For For 08871753) AS A DIRECTOR 5 APPOINTMENT OF MR THIERRY BOLLORE (DIN: Mgmt For For 08935293) AS A DIRECTOR 6 APPOINTMENT OF MR KOSARAJU V CHOWDARY (DIN: Mgmt For For 08485334) AS A DIRECTOR AND AS AN INDEPENDENT DIRECTOR 7 RE-APPOINTMENT OF MR GUENTER BUTSCHEK (DIN: Mgmt For For 07427375) AS THE CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR AND PAYMENT OF REMUNERATION FOR THE PERIOD FEBRUARY 15, 2021 TO JUNE 30, 2021 8 APPOINTMENT OF MR GIRISH WAGH (DIN: Mgmt For For 03119361) AS A DIRECTOR 9 APPOINTMENT OF MR GIRISH WAGH (DIN: Mgmt For For 03119361) AS EXECUTIVE DIRECTOR AND PAYMENT OF REMUNERATION 10 REMUNERATION TO NON-EXECUTIVE DIRECTORS Mgmt For For (INCLUDING INDEPENDENT DIRECTORS) 11 TATA MOTORS LIMITED SHARE-BASED LONG-TERM Mgmt For For INCENTIVE SCHEME 2021 AND GRANT OF STOCK OPTIONS AND / OR PERFORMANCE SHARE UNITS TO THE ELIGIBLE EMPLOYEES UNDER THE SCHEME 12 EXTENDING THE TATA MOTORS SHARE-BASED Mgmt For For LONG-TERM INCENTIVE SCHEME 2021 TO ELIGIBLE EMPLOYEES OF CERTAIN SUBSIDIARY COMPANIES OF THE COMPANY 13 APPOINTMENT OF BRANCH AUDITORS Mgmt For For 14 RATIFICATION OF COST AUDITOR'S Mgmt For For REMUNERATION: M/S MANI & CO., COST ACCOUNTANTS (FIRM REGISTRATION NO. 000004) -------------------------------------------------------------------------------------------------------------------------- TATA POWER CO LTD Agenda Number: 714325380 -------------------------------------------------------------------------------------------------------------------------- Security: Y85481169 Meeting Type: AGM Meeting Date: 05-Jul-2021 Ticker: ISIN: INE245A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021, TOGETHER WITH THE REPORT OF THE AUDITORS THEREON 3 TO DECLARE A DIVIDEND ON EQUITY SHARES FOR Mgmt For For THE FINANCIAL YEAR ENDED 31ST MARCH 2021 4 TO APPOINT A DIRECTOR IN PLACE OF MR. N. Mgmt Against Against CHANDRASEKARAN (DIN:00121863), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 5 RE-APPOINTMENT OF MS. ANJALI BANSAL Mgmt For For (DIN:00207746) AS AN INDEPENDENT DIRECTOR 6 RE-APPOINTMENT OF MS. VIBHA PADALKAR (DIN: Mgmt For For 01682810) AS AN INDEPENDENT DIRECTOR 7 RE-APPOINTMENT OF MR. SANJAY V. BHANDARKAR Mgmt For For (DIN: 01260274) AS AN INDEPENDENT DIRECTOR 8 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For SECTION 143(8) AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 (THE "ACT'') (INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014, AS AMENDED FROM TIME TO TIME, THE BOARD OF DIRECTORS (WHICH TERM SHALL BE DEEMED TO INCLUDE ANY COMMITTEE OF THE BOARD CONSTITUTED TO EXERCISE ITS POWERS, INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION) BE AND IS HEREBY AUTHORISED TO APPOINT AS BRANCH AUDITOR(S) OF ANY BRANCH OFFICE OF THE COMPANY, WHETHER EXISTING OR WHICH MAY BE OPENED/ACQUIRED HEREAFTER, OUTSIDE INDIA, IN CONSULTATION WITH THE COMPANY'S AUDITORS, ANY PERSONS, QUALIFIED TO ACT AS BRANCH AUDITORS WITHIN THE PROVISIONS OF SECTION 143(8) OF THE ACT AND TO FIX THEIR REMUNERATION 9 RATIFICATION OF COST AUDITOR'S REMUNERATION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- TATA POWER CO LTD Agenda Number: 714860536 -------------------------------------------------------------------------------------------------------------------------- Security: Y85481169 Meeting Type: OTH Meeting Date: 02-Dec-2021 Ticker: ISIN: INE245A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF THE AMENDED COMPOSITE SCHEME OF Mgmt For For ARRANGEMENT BETWEEN COASTAL GUJARAT POWER LIMITED AND THE TATA POWER COMPANY LIMITED AND THEIR RESPECTIVE SHAREHOLDERS CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- THE FEDERAL BANK LTD Agenda Number: 714391062 -------------------------------------------------------------------------------------------------------------------------- Security: Y24781182 Meeting Type: AGM Meeting Date: 09-Jul-2021 Ticker: ISIN: INE171A01029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT A. THE Mgmt For For AUDITED FINANCIAL STATEMENTS, INCLUDING AUDITED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF THE BANK FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON. B. THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING AUDITED CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF THE BANK FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 AND THE REPORT OF THE AUDITORS THEREON 2 TO DECLARE A FINAL DIVIDEND OF RS. 0.70 PER Mgmt For For EQUITY SHARE OF RS.2/- EACH FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021 3 TO APPOINT A DIRECTOR IN PLACE OF MS. Mgmt Against Against SHALINI WARRIER (DIN: 08257526), WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, OFFERS HERSELF FOR RE-APPOINTMENT 4 REVISION OF TENURE OF APPOINTMENT OF M/S. Mgmt For For VARMA AND VARMA, ONE OF THE JOINT STATUTORY CENTRAL AUDITORS 5 APPOINT AND TO FIX THE REMUNERATION OF Mgmt For For BRANCH AUDITORS IN CONSULTATION WITH THE STATUTORY CENTRAL AUDITORS FOR THE PURPOSE 6 APPOINTMENT OF MS. VARSHA PURANDARE (DIN: Mgmt For For 05288076) AS AN INDEPENDENT DIRECTOR OF THE BANK 7 RE-APPOINTMENT OF MR. SHYAM SRINIVASAN Mgmt For For (DIN: 02274773) AS MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER OF THE BANK 8 RE-APPOINTMENT OF MR. ASHUTOSH KHAJURIA Mgmt For For (DIN: 05154975) AS EXECUTIVE DIRECTOR OF THE BANK 9 PAYMENT OF PERFORMANCE LINKED INCENTIVE TO Mgmt For For MS. SHALINI WARRIER (DIN: 08257526), EXECUTIVE DIRECTOR OF THE BANK 10 RE-APPOINTMENT OF MR. A P HOTA (DIN- Mgmt For For 02593219) AS AN INDEPENDENT DIRECTOR OF THE BANK 11 RAISING OF TIER I CAPITAL OF THE BANK Mgmt Against Against THROUGH ISSUANCE OF SECURITIES 12 RAISING OF FUNDS THROUGH ISSUANCE OF BONDS Mgmt For For 13 TO APPROVE THE ISSUANCE OF EQUITY SHARES ON Mgmt For For PREFERENTIAL BASIS -------------------------------------------------------------------------------------------------------------------------- TORRENT PHARMACEUTICALS LTD Agenda Number: 714427538 -------------------------------------------------------------------------------------------------------------------------- Security: Y8896L148 Meeting Type: AGM Meeting Date: 27-Jul-2021 Ticker: ISIN: INE685A01028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE Mgmt For For STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2021 INCLUDING THE AUDITED BALANCE SHEET AS AT 31ST MARCH, 2021, THE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON THAT DATE AND REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO CONFIRM THE PAYMENT OF INTERIM DIVIDEND Mgmt For For ON EQUITY SHARES ALREADY PAID DURING THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 AND TO DECLARE FINAL DIVIDEND ON EQUITY SHARES FOR THE SAID FINANCIAL YEAR. THE BOARD OF DIRECTORS AT ITS MEETING HELD ON 8TH FEBRUARY, 2021 HAD DECLARED THE INTERIM DIVIDEND OF INR 20.00 PER EQUITY SHARE OF FULLY PAID UP FACE VALUE OF INR 5.00 EACH AND IN ITS MEETING HELD ON 18TH MAY, 2021 RECOMMENDED FINAL DIVIDEND OF INR 15.00 PER EQUITY SHARE OF FULLY PAID UP FACE VALUE OF INR 5.00 EACH FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 3 TO APPOINT A DIRECTOR IN PLACE OF SAMIR Mgmt For For MEHTA (HOLDING DIN 00061903), DIRECTOR, WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 RATIFICATION OF REMUNERATION OF COST Mgmt For For AUDITORS OF THE COMPANY FOR THE YEAR 2021-22 5 RE-APPOINTMENT OF AMEERA SHAH AS AN Mgmt For For INDEPENDENT DIRECTOR 6 RE-APPOINTMENT OF NAYANTARA BALI AS AN Mgmt For For INDEPENDENT DIRECTOR 7 ISSUANCE OF EQUITY SHARES INCLUDING Mgmt For For CONVERTIBLE BONDS / DEBENTURES 8 PAYMENT OF COMMISSION TO SUDHIR MEHTA, Mgmt Against Against CHAIRMAN EMERITUS FOR THE YEAR 2020-21 9 REVISION IN REMUNERATION OF AMAN MEHTA, A Mgmt Against Against RELATIVE OF DIRECTORS -------------------------------------------------------------------------------------------------------------------------- TORRENT PHARMACEUTICALS LTD Agenda Number: 715715491 -------------------------------------------------------------------------------------------------------------------------- Security: Y8896L148 Meeting Type: OTH Meeting Date: 30-Jun-2022 Ticker: ISIN: INE685A01028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 INCREASE IN AUTHORISED SHARE CAPITAL AND Mgmt For For AMENDMENT IN CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION 2 ISSUE OF BONUS SHARES Mgmt For For 3 APPOINTMENT OF DR. MAURICE CHAGNAUD AS AN Mgmt For For INDEPENDENT DIRECTOR -------------------------------------------------------------------------------------------------------------------------- TRENT LTD Agenda Number: 714358593 -------------------------------------------------------------------------------------------------------------------------- Security: Y8969R105 Meeting Type: AGM Meeting Date: 22-Jul-2021 Ticker: ISIN: INE849A01020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021, TOGETHER WITH THE REPORT OF THE AUDITORS THEREON 3 TO DECLARE DIVIDEND ON EQUITY SHARES FOR Mgmt For For THE FINANCIAL YEAR ENDED 31ST MARCH 2021 4 TO APPOINT A DIRECTOR IN PLACE OF MR. P. Mgmt For For VENKATESALU (DIN: 02190892), WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 5 APPOINTMENT OF MR. JAYESH MERCHANT (DIN: Mgmt For For 00555052) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 6 APPOINTMENT OF MS. SUSANNE GIVEN (DIN: Mgmt For For 08930604) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 7 PAYMENT OF MINIMUM REMUNERATION TO MR. P. Mgmt For For VENKATESALU (DIN: 02190892), EXECUTIVE DIRECTOR (FINANCE) AND CHIEF FINANCIAL OFFICER FOR FY 2020-21 8 PAYMENT OF MINIMUM REMUNERATION TO MR. P. Mgmt Against Against VENKATESALU (DIN: 02190892), EXECUTIVE DIRECTOR (FINANCE) AND CHIEF FINANCIAL OFFICER, IN CASE OF NO/ INADEQUACY OF PROFITS DURING THE FY 2021-22 9 PAYMENT OF REMUNERATION TO NON-EXECUTIVE Mgmt For For DIRECTORS OF THE COMPANY FOR FY 2020-21 10 CHANGE IN PLACE OF KEEPING REGISTERS AND Mgmt For For RECORDS -------------------------------------------------------------------------------------------------------------------------- TRENT LTD Agenda Number: 715644337 -------------------------------------------------------------------------------------------------------------------------- Security: Y8969R105 Meeting Type: AGM Meeting Date: 10-Jun-2022 Ticker: ISIN: INE849A01020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2022, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITOR THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2022, TOGETHER WITH THE REPORT OF THE AUDITOR THEREON 3 TO CONFIRM THE PAYMENT OF INTERIM DIVIDEND Mgmt For For ON EQUITY SHARES DECLARED BY THE BOARD OF DIRECTORS ON 10TH FEBRUARY 2022 AND TO APPROVE THE FINAL DIVIDEND ON EQUITY SHARES FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2022 4 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt For For HARISH BHAT (DIN: 00478198), WHO RETIRES BY ROTATION, AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 5 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For OF SECTIONS 139, 142 AND ALL OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 ("ACT") READ WITH THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014, AS AMENDED FROM TIME TO TIME AND PURSUANT TO THE RECOMMENDATION OF THE AUDIT COMMITTEE, DELOITTE HASKINS & SELLS LLP, CHARTERED ACCOUNTANTS (FIRM REGISTRATION NO. 117366W / W-100018) BE AND ARE HEREBY RE-APPOINTED AS THE STATUTORY AUDITORS OF THE COMPANY TO HOLD OFFICE FOR A TERM OF FIVE CONSECUTIVE YEARS FROM THE CONCLUSION OF THIS ANNUAL GENERAL MEETING (AGM) UNTIL THE CONCLUSION OF THE SEVENTY FIFTH AGM OF THE COMPANY TO BE HELD IN THE YEAR 2027 TO EXAMINE AND AUDIT THE ACCOUNTS OF THE COMPANY COMMENCING FROM 1ST APRIL 2022, AT SUCH REMUNERATION, INCLUDING APPLICABLE TAXES AND OUT-OF-POCKET EXPENSES, AS MAY BE MUTUALLY AGREED BETWEEN THE BOARD OF DIRECTORS AND THE AUDITORS." 6 APPOINTMENT OF MR. RAVNEET SINGH GILL (DIN: Mgmt For For 00091746) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 7 APPOINTMENT OF MS. HEMA RAVICHANDAR (DIN: Mgmt For For 00032929) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 8 APPOINTMENT OF MR. JOHANNES HOLTZHAUSEN Mgmt For For (DIN: 09577682) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 9 RE-APPOINTMENT OF MR. P. VENKATESALU, WITH Mgmt Against Against THE DESIGNATION EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER OF THE COMPANY 10 PAYMENT OF COMMISSION TO NON-EXECUTIVE Mgmt Against Against DIRECTORS -------------------------------------------------------------------------------------------------------------------------- TUBE INVESTMENTS OF INDIA LTD Agenda Number: 714497460 -------------------------------------------------------------------------------------------------------------------------- Security: Y9001B173 Meeting Type: AGM Meeting Date: 13-Aug-2021 Ticker: ISIN: INE974X01010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021, THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON, BE AND ARE HEREBY RECEIVED AND ADOPTED 2 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021 AND THE REPORT OF THE AUDITORS THEREON, BE AND ARE HEREBY RECEIVED AND ADOPTED 3 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT OUT OF THE PROFITS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021, A FINAL DIVIDEND AT THE RATE OF INR 1.50 (RUPEE ONE AND PAISE FIFTY ONLY) PER SHARE ON THE EQUITY SHARE CAPITAL OF THE COMPANY, AS RECOMMENDED BY THE BOARD OF DIRECTORS, BE AND THE SAME IS HEREBY DECLARED FOR THE FINANCIAL YEAR, 2020-21 AND THAT THE SAID DIVIDEND BE PAID TO THOSE MEMBERS WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS AS ON 13TH AUGUST 2021 OR THEIR MANDATES IN CASE THE SHARES ARE HELD IN PHYSICAL FORM, THUS MAKING A TOTAL DIVIDEND OF INR 3.50 PER EQUITY SHARE OF INR 1/- EACH FOR THE FINANCIAL YEAR INCLUDING THE INTERIM DIVIDEND OF INR 2/- PER SHARE ALREADY PAID, WHICH IS HEREBY CONFIRMED 4 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT PURSUANT TO SECTION 152 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MR. VELLAYAN SUBBIAH (HOLDING DIN 01138759), WHO RETIRES BY ROTATION TO COMPLY WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, BE AND IS HEREBY RE-APPOINTED AS A DIRECTOR OF THE COMPANY 5 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 152, 161 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MR. M A M ARUNACHALAM (HOLDING DIN 00202958), ADDITIONAL DIRECTOR, WHO HOLDS OFFICE UP TO THE DATE OF THIS ANNUAL GENERAL MEETING, BE AND IS HEREBY APPOINTED AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION 6 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 149 READ WITH SCHEDULE IV, 150, 152, 161 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, THE RULES THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OF RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AS AMENDED FROM TIME TO TIME, MR. ANAND KUMAR (HOLDING DIN 0818724), ADDITIONAL DIRECTOR, WHO HOLDS OFFICE UP TO THE DATE OF THIS ANNUAL GENERAL MEETING, BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY, NOT LIABLE TO RETIRE BY ROTATION, FOR A TERM OF FIVE YEARS FROM 24TH MARCH 2021 TO 23RD MARCH 2026 (BOTH DAYS INCLUSIVE) 7 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 149 READ WITH SCHEDULE IV, 150, 152, 161 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, THE RULES THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OF RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AS AMENDED FROM TIME TO TIME, MS. SASIKALA VARADACHARI (HOLDING DIN 07132398), ADDITIONAL DIRECTOR, WHO HOLDS OFFICE UP TO THE DATE OF THIS ANNUAL GENERAL MEETING, BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY, NOT LIABLE TO RETIRE BY ROTATION, FOR A TERM OF FOUR YEARS FROM 17TH JUNE 2021 TO 16TH JUNE 2025 (BOTH DAYS INCLUSIVE) 8 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 197, 198 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 ("THE ACT") AND/OR OTHER APPLICABLE RULES [INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE], REGULATION 17(6)(CA) AND OTHER APPLICABLE REGULATIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED, CONSENT OF THE COMPANY BE AND IS HEREBY ACCORDED, ON THE BASIS OF THE RECOMMENDATIONS OF THE NOMINATION & REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS OF THE COMPANY, FOR PAYMENT OF A COMMISSION OF INR 61,64,384/- TO MR. M M MURUGAPPAN (HOLDING DIN 00170478), FORMER CHAIRMAN (NON-EXECUTIVE, PROMOTER) FOR THE FINANCIAL YEAR 2020-21 9 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 197 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND THE RULES THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) (HEREINAFTER REFERRED TO AS "THE ACT") READ WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE DIRECTORS OF THE COMPANY (INCLUDING THE ALTERNATE DIRECTORS), WHO ARE NEITHER IN THE WHOLE-TIME EMPLOYMENT OF THE COMPANY NOR ARE THE MANAGING DIRECTOR(S)/MANAGER OF THE COMPANY, BE PAID, IN RESPECT OF EACH OF THE FINANCIAL YEARS OF THE COMPANY, ON AND FROM THE FINANCIAL YEAR WHICH COMMENCED FROM THE 1ST APRIL 2021 UP TO THE FINANCIAL YEAR ENDING ON THE 31ST MARCH 2026, A REMUNERATION BY WAY OF COMMISSION NOT EXCEEDING, IN AGGREGATE, AN AMOUNT EQUAL TO ONE PERCENT OF THE NET PROFITS OF THE COMPANY AS COMPUTED UNDER SECTION 198 OF THE ACT 10 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 186 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (MEETINGS OF BOARD AND ITS POWERS) RULES, 2014 AND OTHER THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION THEREOF FOR THE TIME BEING IN FORCE AND AS MAY BE ENACTED FROM TIME TO TIME) ("ACT"), CONSENT OF THE MEMBERS, BE AND IS HEREBY ACCORDED TO THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS THE "BOARD", WHICH TERM SHALL INCLUDE ANY COMMITTEE CONSTITUTED BY THE BOARD OR ANY PERSON(S) AUTHORIZED BY THE BOARD TO EXERCISE THE POWERS CONFERRED ON THE BOARD BY THIS RESOLUTION), TO FURTHER INVEST AMOUNT(S) NOT EXCEEDING INR 2 CRORES (RUPEES TWO CRORES ONLY) IN M/S WATSUN INFRABUILD PRIVATE LIMITED, FROM TIME TO TIME, IN ONE OR MORE TRANCHES, AS THE BOARD MAY, IN ITS ABSOLUTE DISCRETION, DEEM BENEFICIAL IN THE INTEREST OF THE COMPANY NOTWITHSTANDING THAT THE PROPOSED INVESTMENT, AS AFORESAID, WHEN MADE, TAKEN TOGETHER WITH THE INVESTMENTS SO FAR MADE OR BEING MADE IN ALL OTHER BODIES CORPORATE, LOANS AND GUARANTEES SO FAR GIVEN OR TO BE GIVEN MAY EXCEED THE LIMITS SPECIFIED UNDER SECTION 186 OF THE ACT 11 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 186 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (MEETINGS OF BOARD AND ITS POWERS) RULES, 2014 AND OTHER THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION THEREOF FOR THE TIME BEING IN FORCE AND AS MAY BE ENACTED FROM TIME TO TIME) ("ACT"), CONSENT OF THE MEMBERS BE AND IS HEREBY ACCORDED TO THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS THE "BOARD", WHICH TERM SHALL INCLUDE ANY COMMITTEE CONSTITUTED BY THE BOARD OR ANY PERSON(S) AUTHORIZED BY THE BOARD TO EXERCISE THE POWERS CONFERRED ON THE BOARD BY THIS RESOLUTION), TO INVEST SUCH AMOUNT(S), FROM TIME TO TIME, IN ONE OR MORE TRANCHES, IN ANY START-UP COMPANIES/BODY CORPORATE(S) ENGAGED IN INNOVATIVE RESEARCH AND DEVELOPMENT OF NEW TECHNOLOGY/IES IN VARIOUS FIELDS/ACTIVITIES OF BUSINESS INTEREST TO THE COMPANY, INCLUDING IN THE FIELDS OF POWER GENERATORS, ALTERNATE FUELS, ENVIRONMENTAL SUSTAINABILITY, ENERGY STORAGE SYSTEMS, INTERNET OF THINGS (IOT), MEDICAL DEVICES, SMARTPHONE COMPONENTS, COMPRESSORS, ELECTRIC VEHICLES ETC., INTER ALIA WITH THE OBJECTIVE OF DEVELOPING NEW REVENUE STREAMS/GROWTH OPPORTUNITIES FOR THE COMPANY, NOT EXCEEDING A SUM OF INR 25 CRORES (RUPEES TWENTY FIVE CRORES ONLY), IN THE AGGREGATE, BY WAY OF SUBSCRIPTION OF, PURCHASE OR OTHERWISE IN, THE SECURITIES OFFERED BY SUCH START-UP COMPANIES OR SUCH BODY CORPORATE(S), AS THE BOARD MAY IN ITS ABSOLUTE DISCRETION DEEM FIT, NOTWITHSTANDING THAT THE PROPOSED INVESTMENTS, AS AFORESAID, WHEN MADE, TAKEN TOGETHER WITH THE INVESTMENTS SO FAR MADE OR BEING MADE IN ALL OTHER BODIES CORPORATE, LOANS AND GUARANTEES SO FAR GIVEN OR TO BE GIVEN, MAY EXCEED THE LIMITS SPECIFIED UNDER SECTION 186 OF THE ACT 12 TO CONSIDER AND IF DEEMED FIT, TO PASS, Mgmt For For WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 148(3) AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND THE RULES THEREUNDER [INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF, FOR THE TIME BEING IN FORCE], THE REMUNERATION TO M/S. S MAHADEVAN & CO., COST ACCOUNTANTS (HOLDING REGISTRATION NO.000007) APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY TO CONDUCT THE AUDIT OF THE COST RECORDS OF THE COMPANY FOR THE FINANCIAL YEAR 2021-22, AMOUNTING TO INR 3 LAKHS (RUPEES THREE LAKHS ONLY) IN ADDITION TO REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE SAID AUDIT BUT EXCLUDING TAXES, AS MAY BE APPLICABLE, BE AND IS HEREBY RATIFIED AND CONFIRMED -------------------------------------------------------------------------------------------------------------------------- TUBE INVESTMENTS OF INDIA LTD Agenda Number: 715102973 -------------------------------------------------------------------------------------------------------------------------- Security: Y9001B173 Meeting Type: OTH Meeting Date: 24-Feb-2022 Ticker: ISIN: INE974X01010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 TO ACQUIRE CONTROLLING INTEREST IN M/S. Mgmt For For CELLESTIAL E-MOBILITY PRIVATE LIMITED CMMT 26 JAN 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- TUBE INVESTMENTS OF INDIA LTD Agenda Number: 715666131 -------------------------------------------------------------------------------------------------------------------------- Security: Y9001B173 Meeting Type: OTH Meeting Date: 12-Jun-2022 Ticker: ISIN: INE974X01010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 TO ALTER THE MAIN OBJECTS CLAUSE OF THE Mgmt For For MEMORANDUM OF ASSOCIATION 2 TO APPOINT MR. TEJPREET SINGH CHOPRA AS AN Mgmt For For INDEPENDENT DIRECTOR 3 TO APPOINT MR. VELLAYAN SUBBIAH AS Mgmt For For EXECUTIVE VICE CHAIRMAN (WHOLE-TIME DIRECTOR) OF THE COMPANY AND THE TERMS OF REMUNERATION THEREOF 4 TO APPOINT MR. MUKESH AHUJA AS MANAGING Mgmt For For DIRECTOR OF THE COMPANY AND THE TERMS OF REMUNERATION THEREOF 5 TO APPOINT MR. M A M ARUNACHALAM AS Mgmt For For EXECUTIVE CHAIRMAN (WHOLE-TIME DIRECTOR) OF THE COMPANY AND THE TERMS OF REMUNERATION THEREOF -------------------------------------------------------------------------------------------------------------------------- ULTRATECH CEMENT LTD Agenda Number: 714501649 -------------------------------------------------------------------------------------------------------------------------- Security: Y9046E109 Meeting Type: AGM Meeting Date: 18-Aug-2021 Ticker: ISIN: INE481G01011 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF AUDITED FINANCIAL STATEMENTS Mgmt For For 2 DECLARATION OF DIVIDEND Mgmt For For 3 APPOINTMENT OF DIRECTOR: TO APPOINT A Mgmt Against Against DIRECTOR IN PLACE OF MR. KUMAR MANGALAM BIRLA (DIN: 00012813), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 RE-APPOINTMENT OF AUDITOR: RESOLVED THAT Mgmt For For PURSUANT TO THE PROVISIONS OF SECTION 139 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE), M/S. KHIMJI KUNVERJI & CO. LLP, CHARTERED ACCOUNTANTS, MUMBAI (REGISTRATION NO.: 105146W/W100621) BE AND ARE HEREBY APPOINTED AS ONE OF THE JOINT STATUTORY AUDITORS OF THE COMPANY, FOR A SECOND TERM OF 5 (FIVE) CONSECUTIVE YEARS TO HOLD OFFICE FROM THE CONCLUSION OF THIS ANNUAL GENERAL MEETING UNTIL THE CONCLUSION OF THE 26TH ANNUAL GENERAL MEETING OF THE COMPANY, AT A REMUNERATION OF INR 1,85,00,000/- (RUPEES ONE CRORE EIGHTY FIVE LAKHS ONLY) PLUS TAX AS APPLICABLE AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES IN CONNECTION WITH THE AUDIT OF THE COMPANY FOR THE FINANCIAL YEAR 2021-22 AND FURTHER INCREMENT(S) FOR THE REMAINING TENURE OF THE APPOINTMENT, AS MAY BE RECOMMENDED BY THE AUDIT COMMITTEE AND APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY IN THIS BEHALF 5 RATIFICATION OF THE REMUNERATION OF THE Mgmt For For COST AUDITORS VIZ. M/S. D. C. DAVE & CO., COST ACCOUNTANTS, MUMBAI AND M/S. N. D. BIRLA & CO., COST ACCOUNTANTS, AHMEDABAD FOR THE FINANCIAL YEAR ENDING 31ST MARCH, 2022 6 APPOINTMENT OF MR. SUNIL DUGGAL Mgmt For For (DIN:00041825) AS AN INDEPENDENT DIRECTOR 7 RE-APPOINTMENT OF MR. ATUL DAGA (DIN: Mgmt Against Against 06416619), WHOLETIME DIRECTOR AND CHIEF FINANCIAL OFFICER -------------------------------------------------------------------------------------------------------------------------- UNITED SPIRITS LIMITED Agenda Number: 715654465 -------------------------------------------------------------------------------------------------------------------------- Security: Y92311128 Meeting Type: OTH Meeting Date: 16-Jun-2022 Ticker: ISIN: INE854D01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF MR. MARK DOMINIC SANDYS (DIN Mgmt For For : 09543864) AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- VOLTAS LIMITED Agenda Number: 714511929 -------------------------------------------------------------------------------------------------------------------------- Security: Y93817149 Meeting Type: AGM Meeting Date: 27-Aug-2021 Ticker: ISIN: INE226A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For STAND-ALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON 3 TO DECLARE A DIVIDEND ON EQUITY SHARES FOR Mgmt For For THE FINANCIAL YEAR ENDED 31ST MARCH, 2021: INR 5 PER EQUITY SHARE OF INR 1 EACH (I.E. 500%) 4 TO APPOINT A DIRECTOR IN PLACE OF MR. NOEL Mgmt For For N. TATA (DIN: 00024713), WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT 5 APPOINTMENT OF MR. SAURABH AGRAWAL AS A Mgmt For For DIRECTOR OF THE COMPANY 6 RE-APPOINTMENT OF MR. ARUN KUMAR ADHIKARI Mgmt For For AS AN INDEPENDENT DIRECTOR OF THE COMPANY 7 RATIFICATION OF COST AUDITOR'S REMUNERATION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- VOLTAS LTD Agenda Number: 715712104 -------------------------------------------------------------------------------------------------------------------------- Security: Y93817149 Meeting Type: AGM Meeting Date: 24-Jun-2022 Ticker: ISIN: INE226A01021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For STAND-ALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022 TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON 2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON 3 TO DECLARE A DIVIDEND ON EQUITY SHARES FOR Mgmt For For THE FINANCIAL YEAR ENDED 31ST MARCH, 2022 4 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt For For PRADEEP KUMAR BAKSHI (DIN: 02940277), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 5 TO APPOINT A DIRECTOR IN PLACE OF MR. Mgmt For For VINAYAK DESHPANDE (DIN: 00036827), WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 6 TO RE-APPOINT S R B C & CO LLP, CHARTERED Mgmt For For ACCOUNTANTS (ICAI FIRM REGISTRATION NUMBER 324982E/E300003) AS STATUTORY AUDITORS AND FIX THEIR REMUNERATION 7 CHANGE IN PLACE OF KEEPING REGISTERS AND Mgmt For For RECORDS 8 RATIFICATION OF COST AUDITOR'S REMUNERATION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- WIPRO LTD Agenda Number: 714391771 -------------------------------------------------------------------------------------------------------------------------- Security: Y96659142 Meeting Type: AGM Meeting Date: 14-Jul-2021 Ticker: ISIN: INE075A01022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For FINANCIAL STATEMENTS OF THE COMPANY (INCLUDING CONSOLIDATED FINANCIAL STATEMENTS) FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO CONFIRM THE PAYMENT OF INTERIM DIVIDEND Mgmt For For OF INR 1 PER EQUITY SHARE ALREADY PAID DURING THE YEAR AS THE FINAL DIVIDEND FOR THE FINANCIAL YEAR 2020-21 3 TO CONSIDER APPOINTMENT OF A DIRECTOR IN Mgmt For For PLACE OF MR. THIERRY DELAPORTE (DIN: 08107242) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 APPOINTMENT OF MS. TULSI NAIDU (DIN: Mgmt For For 03017471) AS AN INDEPENDENT DIRECTOR OF THE COMPANY 5 REVISION IN THE TERMS OF REMUNERATION OF Mgmt For For MR. RISHAD A. PREMJI (DIN: 02983899) AS WHOLE TIME DIRECTOR (DESIGNATED AS "EXECUTIVE CHAIRMAN") OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- ZOMATO LIMITED Agenda Number: 714557280 -------------------------------------------------------------------------------------------------------------------------- Security: Y9899X105 Meeting Type: OTH Meeting Date: 18-Sep-2021 Ticker: ISIN: INE758T01015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF ARTICLE 103A OF THE ARTICLES OF Mgmt Against Against ASSOCIATION OF THE COMPANY 2 RATIFICATION OF THE FOODIE BAY EMPLOYEE Mgmt Against Against STOCK OPTION PLAN 2014 3 RATIFICATION TO EXTEND BENEFITS OF FOODIE Mgmt Against Against BAY EMPLOYEE STOCK OPTION PLAN 2014 TO THE EMIPLOYEES OF THE SUBSIDIARY COMPANY(IES) OF THE COMPANY 4 RATIFICATION OF ZOMATO EMPLOYEE STOCK Mgmt Against Against OPTION PLAN, 2018 5 RATIFICATION TO EXTEND BENEFITS OF ZOMATO Mgmt Against Against EMPLOYEE STOCK OPTION PLAN 2018 TO THE EMPLOYEES OF THE SUBSIDIARY COMPANY(IES) OF THE COMPANY 6 RATIFICATION OF ZOMATO EMPLOYEE STOCK Mgmt Against Against OPTION PLAN 2021 7 RATIFICATION TO EXTEND BENEFITS OF ZOMATO Mgmt Against Against EMPLOYEE STOCK OPTION PLAN 2021 TO THE EMPLOYEES OF THE SUBSIDIARY COMPANY(IES) OF THE COMPANY CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU CMMT 17 AUG 2021: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 4 AND 6. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU * Management position unknown SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Greater India Portfolio By (Signature) /s/ Edward J. Perkin Name Edward J. Perkin Title President Date 08/24/2022