15 Jul 11 VA TECH WABAG LIMITED Annual General Meeting

Transcription

1 DETAILS OF THE PROXY VOTES EXERCISED IN GENERAL MEETINGS OF THE LISTED COMPANIES FOR THE FINANCIAL YEAR ENDED Date Name of the Company Type of Meeting (AGM/EGM) Proposal Management Recommendation Vote /Against/ 16-Apr-11 JUBILANT FOODWORKS LTD Annual General Meeting Special Resolution u/s 17 of the Companies Act, 1956 for Alteration in Clause III of Memorandum of Association of the Company containing the Main, Ancillary & Other Objects of the Company 15 Jul 11 VA TECH WABAG LIMITED Annual General Meeting To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2011, the Profit and Loss Account for the year ended on that date and the Reports of the Directors and the Auditors thereon To declare dividend on Ordinary (Equity) Shares To appoint a Director in place of Mr. Bhagwan Dass Narang who retires by rotation, and being eligible, offers himself for who retires by rotation, and being eligible, offers himself for re-appointment To appoint a Director in place of Mr. Jaithirth Rao who retires by rotation, and being eligible, offers himself for reappointment Resolved that pursuant to section 224 of the Companies Act, 1956, Messrs. Walker Chandiok & Co., Chartered Accountants, Chennai, bearing ICAI Registration Number N, the retiring Auditors of the Company, be reappointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting, until the conclusion of the next Annual General Meeting of the Company on a remuneration to be determined by the Board in addition to reimbursement of out of pocket expenses as may be incurred by them during the course of the Audit Resolved that Mr. Sumit Chandwani who was appointed by the Board of Directors as an Additional Director of the company with effect from 1st June, 2011 and who holds office up to the date of this Annual General Meeting of the company in terms of Section 260 of the Companies Act, 1956 ("Act") and in respect of whom the Company has received a notice in writing from a Member under Section 257 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company, liable to retire by rotation Resolved that pursuant to the provisions of sections 198, 309 and other applicable provisions of the Companies Act, 1956, and Article 104 of the Articles of Association of the Company, such sum by way of commission, not exceeding in the aggregate 1 % ( one percent) per annum or such other percentage as may be specified by the Companies Act, 1956, from time to time in this regard, of Net Profits of the Company computed in the manner referred to in Section 309(5) of the Companies Act, 1956 be paid for each of the five financial years of the Company commencing from 1st April 2011, to those Directors of the Company, other than the Managing Director, Executive Director and Whole-Time Directors, and distributed amongst themselves in such proportions as they may from time to time decide between themselves Resolved that pursuant to the provisions of sections 198,269,309,310,311 and all other applicable provisions of the Companies Act, 1956 ("the Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule XIII of the Act and subject to approval of the Central Government, if necessary, and such other approvals, permissions and sanctions, as may be required, and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities in granting such approvals, permissions and sanctions, approval of the Company be accorded to the re-appointment of Mr. Rajiv Mittal as the Managing Director of the Company with effect from 1st October 2010 and revision in remuneration payable to him with effect from 1st April, 2011 for the remainder of his term of office i.e upto 30th September 2015 as follows: Managing Director Mr. Rajiv Mittal Basic Salary of Rs. 6,25,000 per month. Further Resolved that the perquisites (including allowances) payable or allowable and other benefits to Mr. Rajiv Mittal, Managing Director be as follows: Perquisites: Additional Allowance : Rs. 1,25,000 per month. HRA /Company Leased Accommodation: Rs. 3, 12,500 per month. Medical Expenses Reimbursement: Expenses incurred for the Managing Director and his family as per the Company's Rules. Life Insurance/ Personal Accident Insurance: Premium as per the Company's Rules. Leave Travel Concession: the Managing Director and his family in accordance with the Company's Rules. Performance Pay: Not exceeding Rs. 50, 00,000 per annum as per the Company's Rules. Encashment of leave, Contribution to various statutory Funds, Provision of car and telephone at the Managing Director's residence

2 Resolved that in furtherance of and supplemental to the Special Resolution under Item No. 1 passed by the Shareholders at the Extra Ordinary General Meeting of the Company held on 19th July, 2010 and in accordance with the provisions of the Articles of Association of the Company, Sections 79A, 81 and all other applicable provisions of the Companies Act, 1956 ("the Act") including any amendments thereto or statutory modification(s) or reenactment of the Act for the time being in force and the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 including any modifications thereof or supplements thereto ("the Guidelines") and subject to such approvals, consents, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, consents, 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 include any Committee constituted or to be constituted by the Board as the (Remuneration/ Compensation Committee), the Employees' Stock Option Scheme 2010 ("ESOP 2010") formulated prior to the Initial Public Offering (IPO) of the Company by the Board of Directors/ Remuneration/ Compensation Committee ("the Committee") pursuant to the authority of the Shareholders granted vide Resolutions passed at its Extra Ordinary General Meeting held on 19th July, 2010 be and is hereby ratified. Further Resolved that the maximum number of stock options that can be granted under the scheme, to non-executive directors, including independent directors, in any financial year and in Resolved that pursuant to the provisions of Section 94 and other applicable provisions, if any of the Companies Act, 1956, and the provisions of the Memorandum and Articles of Association of the Company and subject to the approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the concerned Statutory Authority(ies), each Ordinary (Equity) Share of the Company having a face value of Rs. 5 each fully paid-up be sub-divided into Ordinary (Equity) Shares of the face value of Rs. 2 each fully paid-up. Further Resolved that fractional entitlements, if any, arising out of the sub-division of equity shares, as resolved above, be vested in a special account held by Mr. Bhagwan Dass Narang, Chairman and Independent Director of the Company, who be and is hereby authorized to act as "Trustee" for this purpose, and these entitlements be dealt by the Trustee in the best interest of the Members Further Resolved that the Board of Directors if need be, to give effect to the above sub division of shares be and is hereby authorized to carry out such adjustments as may be necessary and permitted by law and to settle any practical difficulties arising out of the above and that the Board's decision shall be final and binding on all members and other interested persons. Further Resolved that upon sub-division of Equity Shares as aforesaid, the existing Share Certificate(s) in relation to the existing Equity Shares of the face value of Rs.5 each held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date to be determined by the Board (which expression shall include a Committee thereof) and the Company may, without requiring the surrender of the existing Share Certificate (s), directly issue and dispatch the new Share Certificate(s) of Resolved that pursuant to Section 16 and all other applicable provisions, if any, of the Companies Act, 1956, Clause V of the Memorandum of Association of the Company be altered by substituting in its place and stead the following: V. The authorized share capital of the company is Rs.15,00,00,000/-(Rupees Fifteen Crores only) which shall consist of 5,08,75,000 Ordinary (Equity) Shares of Rs. 2/-(Rupees Two only) each and 48,25,000 Preference Shares of Rs. 10/-(Rupees Ten) each with such ordinary preferential or deferred rights, privileges and other conditions attaching thereto as may be provided by the regulations of the Company for the time being in force and operation with power to increase or reduce the capital of the Company and to divide the shares in the capital for the time being original or increased into different classes and to consolidate or subdivide such Shares and to convert Shares into Stock and reconvert the Stock into Shares and to attach to such Shares or Stock such ordinary preferential or deferred rights, privileges and other conditions as may be provided by the regulations of the Company for the time being in force and operation. 08-Aug-11 PRICOL LTD Other Meeting Resolution to be passed under Section 293 (1) (a) of the Companies Act, 1956 to sell the business, assets & liabilities related to personal Passenger Vehicle instrument cluster business of Plant V, Pune India

3 10-Sep-11 CAIRN INDIA LTD Other Meeting Resolved that the consent of the Company be and is hereby accorded to accept the following conditions (the "Conditions") imposed by the Government of India ("Gol") in its approval letter dated July 26, 2011 in relation to the transfer of control of Cairn India Limited (the "Company") by Cairn Energy PLC and Cairn UK Holdings Limited to Twin Star Energy Holdings Limited and Vedanta Resources plc and persons acting in concert with them: (i) The Company, Cairn Energy India Pty Limited, Cairn Energy Hydrocarbons Limited, other affiliates of the Company, to agree and give an undertaking that in respect of RJ-ON-90/1 block (the "Rajasthan Block"), the royalty paid by Oil and Natural Gas Corporation ("ONGC") be treated as cost recoverable (Referred to in condition (g) in the section titled Consent applications made to Gol below); and (ii) withdrawal of the claim made in the existing arbitration proceedings initiated by the Company's subsidiaries, Cairn Energy India Pty Limited and Cairn Energy Hydrocarbons Limited as participants in the Rajasthan Block against the Gol and ONGC relating to the dispute on payment of cess under the production sharing contract ("PSC") (Referred to in condition (h) in the section titled Consent applications made to Gol below). Resolved further that the Board of Directors (hereinafter referred to as the "Board" which term shall include any Committee of the Board constituted to exercise its power, including the powers conferred by this resolution) is hereby authorized to accept the Conditions on behalf of the Company and its subsidiaries and to execute any documents that may be necessary or desirable in connection therewith. Resolved further that approval of the Company be and is hereby accorded to the Board to obtain no objection certificates in relation to the transfer of control Against 05-Mar-12 LIC HOUSING FINANCE LTD ExtraOrdinary General Meeting Resolved that pursuant to provisions of Section 81(1A) and all other applicable provisions, if any, of the Companies Act, 1956 (including statutory modification(s), amendments or re-enactment(s) thereof for the time being in force) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the Listing Agreement entered into between the Company and the concerned Stock Exchanges, SEBI (Issue of Capital and Disclosure Requirement), Regulation 2009 issued by Securities and Exchange Board of India ('SEBI') and subject to such approvals, consents, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company, consent of the Company be and is hereby accorded to the Board of Directors of the Company and/or a duly authorized Committee thereof for the time being exercising the powers conferred by the Board of Directors (hereinafter referred to as "the Board") in its absolute discretion, to offer/issue and allot not more than 3,00,00,000 (Three Crore only) Equity shares of Rs.2/-each, at a price to be determined as per SEBI (Issue of Capital and Disclosure Requirement) Regulation 2009, aggregating to Rs.750/-crore (approximately) subject to SEBI (Issue of Capital and Disclosure Requirement) Regulation, 2009 in respect of pricing to persons as mentioned in the Explanatory statement, on a preferential basis, as the Board may in its absolute discretion decide, in one or more tranches and on such terms and conditions, as the Board considers fit, subject to the following: a. The equity shares to be offered Resolved that pursuant to Section 81(1A) and all other applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force) and enabling provisions of the Memorandum and Articles of Association of LIC Housing Finance Limited hereinafter referred to as 'the Company' and the Listing Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed and subject to the provisions of Chapter VIII of the SEBI ((Issue of Capital and Disclosure Requirement), Regulation 2009, the provisions of the eign Exchange Management Act, 1999 and the eign Exchange Management (Transfer or issue of security by a Person Resident Outside India) Regulations, 2000, and such other statues, notifications, clarifications, circulars, rules and regulations as may be applicable and relevant, as amended from time to time, guidelines or laws and / or any approval, consent, permission and / or sanction of the Central Government, Reserve Bank of India and any other appropriate authorities (hereinafter collectively referred to as "the appropriate authorities"), and subject to such conditions as may be prescribed by any of them while granting any such approval, consent, permission and / or sanction (hereinafter referred to as "the requisite approvals"), and which may be agreed to by the Board of Directors of the Company (hereinafter called 'the Board' which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the Board be and is hereby authorized to create, offer, issue and allot upto 4,60,00,000 (Four Crore Sixty Lacs only) Equity

4 07-Mar-12 HINDALCO INDUSTRIES LTD ExtraOrdinary General Meeting Resolved that pursuant to provisions of Section 81 (1A) and all other applicable provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the provisions of eign Exchange Management Act, 1999 and rules and regulations framed threunder and subject to provisions of Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations, 2009), as in force and subject to applicable provisions of the rules, regulations and guidelines of SEBI and enabling provisions of the Memorandum and Articles of Association of the Company and the Listing Agreements entered into by the Company with Stock Exchanges where the shares of the Company are listed, and subject to requisite approvals, consents, permissions and / or sanctions, if any, of SEBI, Stock Exchanges and other appropriate authorities and subject to such conditions as may be prescribed by any of them while granting any such approval, consent, permission, and / or sanction and 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 include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred hereunder), the Board be and is hereby authorized to create, offer, issue and allot, from time to time, in one or more tranches, upto 15,00,00,000 warrants on a preferential basis to Promoters / Promoter Group entitling the holders of each warrant to apply for and obtain allotment of one equity share against such warrant (hereinafter referred to as the "Warrants"), in such manner, at such price and on 19-Mar-12 STATE BANK OF INDIA, MUMBAI Ordinary General Meeting Resolved that pursuant to the provisions of the State Bank of India Act 1955 (hereinafter referred to as the 'Act') read with the State Bank of India General Regulations, 1955 and subject to the approval, consent and sanction, if any, of Reserve Bank of India (RBI), Government of India (GOI), Securities and Exchange Board of India (SEBI), and / or and which may be agreed to by the Central Board of Directors of the Bank and subject to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (SEBI ICDR Regulations) and Regulations prescribed by RBI and all other relevant authorities from time to time and subject to the Listing Agreements entered into with the Stock Exchanges where the equity shares of the Bank are listed, consent of the Shareholders of the Bank be and is hereby accorded to the Central Board of Directors of the Bank (hereinafter called "the Board" which shall be deemed to include the Executive Committee of the Central Board constituted under Section 30 of the Act read with Regulation 46 of the State Bank of India General Regulations, 1955, to exercise its powers including the powers conferred by this resolution) to create, offer, issue and allot such number of Equity Shares of Rs.10/-each for cash at such price to be determined by the Board in accordance with Regulation 76(1) of SEBI ICDR Regulations, aggregating to the extent of approximately Rs.7900 crore (including premium), on preferential basis to "Government of India. Resolved further that the Relevant date for determination of the Issue Price is Resolved further that the Board shall have authority and power to 20-Mar-12 UNION BANK OF INDIA ExtraOrdinary General Meeting Resolved that pursuant to the provisions of the Banking 1970 and Union Bank of India (Shares and Meetings) Regulations, 1998 as amended from time to time and subject to the approvals, consents, sanctions, if any, of Reserve Bank of India (RBI), Government of India (GOI), Securities and Exchange Board of India (SEBI), and / or and which may be agreed to by the Board of Directors of the Bank and subject to SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 as amended up to date(sebi ICDR Regulations) and regulations prescribed by RBI and all other relevant authorities from time to time and subject to the Listing Agreements entered into with the Stock Exchanges where the equity shares of the Bank are listed, consent of the shareholders of the Bank be and is hereby accorded to the Board of Directors of the Bank (hereinafter called "the Board" which shall be deemed to include a Committee which the Board may have constituted/may constitute, to exercise its powers including the powers conferred by this Resolution) a) to create, offer, issue and allot up to 1,43,11,631 (One Crore ty Three Lac Eleven Thousand Six Hundred Thirty One) equity shares of INR10/-each (Rupees Ten only) for cash at INR in accordance with Regulation 76(1) of SEBI ICDR Regulations and aggregating up to INR 355/-Crore (Rupees Three Hundred Fifty Five Crore Only) on preferential basis to Govt. of India and b) to create, offer, issue and allot up to 2,62,16,620 (Two Crore Sixty Two Lac Sixteen Thousand Six Hundred Twenty) equity shares of INR10/-each (Rupees Ten only) Against

5 24-Mar-12 ALLAHABAD BANK ExtraOrdinary General Meeting Resolved that pursuant to the provisions of the Banking 1970 (hereinafter referred to as the 'Act') read with the Nationalised Banks (Management & Miscellaneous Provisions) Scheme 1970 (hereinafter referred to as the 'Scheme') and Allahabad Bank (Shares and Meetings) Regulations, 1999 and subject to the approvals, consents, sanctions, if any, of Reserve Bank of India (RBI), Government of India (GOI), Securities and Exchange Board of India (SEBI), and /or any other authority as may be required in this regard and subject to such terms, conditions and modifications thereto as may be prescribed by them in granting such approvals and which may be agreed to by the Board of Directors of the Bank and subject to SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations) and regulations prescribed by RBI and all other relevant authorities from time to time and subject to the Listing Agreements entered into with the Stock Exchanges where the equity shares of the Bank are listed, consent of the shareholders of the Bank be and is hereby accorded to the Board of Directors of the Bank (hereinafter called "the Board" which shall deemed to include a committee which the Board may have constituted or / may constitute, to exercise its powers including the powers conferred by this resolution): a) To create, offer, issue and allot such number of equity shares of Rs.10/-each (Rupees Ten only) for cash at such Issue Price as may be determined by the Board in accordance with Regulation 76 (1) of SEBI ICDR Regulations on preferential basis upto Rs crore to Government of India (President of India). b) To create, offer, issue and allot upto 2,38,10,771 equity shares 24-Mar-12 DENA BANK ExtraOrdinary General Meeting Resolved that pursuant to the provisions of the Banking 1970 and Dena Bank (Shares and Meetings) Regulations, 2003 and subject to the approvals, consents, sanctions, if any, of Reserve Bank of India (RBI), Government of India (GOI), Securities Exchange Board of India (SEBI), and / or and which may be agreed to by the Board of Directors of the Bank and subject to SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations) and regulations prescribed by RBI and all other relevant authorities from time to time and subject to the Listing Agreements entered into with the Stock Exchanges where the equity shares of the Bank are listed, consent of the shareholders of the Bank be and is hereby accorded to the Board of Directors of the Bank (hereinafter called "the Board" which shall be deemed to include Preferential Issues Committee or such Committees which the Board may have constituted or hereafter constitute to exercise its powers including the powers conferred by this Resolution) to raise Capital by creating, offering, issuing and allotting upto 5% ( Pre Issue Capital) of the Bank's Equity Shares of INR10/- (Rupees ten only) each for cash at such Price as may be determined by the Board in accordance with Regulation 76 (4) of SEBI (ICDR) Regulations to Life Insurance Corporation of India (LIC) and /or Schemes of LIC. Resolved further that the Relevant Date for determination of the Issue Price is 23rd February, Resolved further that the Board shall have authority and power to accept any modification in the proposal as may be required or imposed by the Government of India / Reserve Bank of 27-Mar-12 BANK OF BARODA ExtraOrdinary General Meeting Resolved that pursuant to the provisions of the Banking 1970 (herein after referred to as the 'Act') read with the Nationalised Banks (Management and Miscellaneous Provisions) Scheme 1970 (herein after referred to as the 'Scheme') and Bank of Baroda General (Shares and Meetings) Regulations, 1998 as amended from time to time and subject to the approvals, consents, sanctions, if any, of Reserve Bank of India (RBI), Government of India (GOI), Securities and Exchange Board of India (SEBI), and / or and which may be agreed to by the Board of Directors of the Bank and subject to SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 as amended up to date (SEBI ICDR Regulations) and regulations prescribed by RBI and all other relevant authorities from time to time and subject to the Listing Agreements entered into with the Stock Exchanges where the equity shares of the Bank are listed, consent of the shareholders of the Bank be and is hereby accorded to the Board of Directors of the Bank (hereinafter called "the Board" which shall be deemed to include a Committee which the Board may have constituted/may constitute, to exercise its powers including the powers conferred by this Resolution) to create, offer, issue and allot up to 1,95,77,304 (One crore ninety five lac seventy seven thousand three hundred and four) equity shares of Rs. 10/- each (Rupees Ten only) for cash at a premium to be determined in accordance with SEBI ICDR Regulations on preferential basis to Life Insurance

6 28-Mar-12 IDBI BANK LTD ExtraOrdinary General Meeting Resolved that pursuant to section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956, the B.R. Act, 1949, Articles of Association of the Bank, SEBI (ICDR) Regulations, 2009 and other applicable law(s), if any and subject to approval of Govt. of India (GoI), RBI, other statutory bodies, if any, as may be required in this regard and subject to such terms, conditions and modifications thereto as may be prescribed by them in granting their approval, the consent of the shareholders of the Bank be and is hereby accorded to the Board of Directors of the Bank to offer, issue and allot (i) 18,85,56,509 equity shares of INR10/- each at a price of INR per share aggregating to INR crore (Rupees two thousand one hundred thirty crore and fifty lakh only) to GoI on Preferential Allotment Basis upon conversion of Tier I Bonds held by GoI in IDBI Bank Ltd. in terms of GoI's letter dated November 22, 2011; (ii) upto 5,86,58,844 equity shares of INR 10/- each at a price of INR per share aggregating to INR crore to Life Insurance Corporation of India (LIC) on Preferential Allotment basis in terms of LIC's letter dated February 24, 2012 and (iii) upto 22,12,58,518 equity shares of INR 10/- each at a price of INR per share aggregating upto INR 2500 crore (Rupees two thousand five hundred crore only) to Govt. of India on Preferential Allotment basis in terms of the final approval to be received from GoI, in this regard, in terms of the provisions of chapter VII of the SEBI (ICDR) Regulations, 2009, the amount of actual capital issued for the aforesaid Preferential Allotment to be added to the existing paid-up equity share capital of INR 984,62,03,770/- of the Bank. Resolved further that the Board of Directors of the Bank be and is hereby authorized