BARODA PIONEER ASSET MANAGEMENT …

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai...

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BARODA PIONEER ASSET MANAGEMENT COMPANY LIMITED

22ND ANNUAL REPORT (2013-2014)

BARODA PIONEER ASSET MANAGEMENT COMPANY LIMITED CIN :U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (E) Mumbai -400063 22ND ANNUAL REPORT – 2013-2014

BOARD OF DIRECTORS Mr. Jack Lin Mr. Sandro Pierri Mr. S. S. Mundra Mr. R. S. Abhyankar Mr. Jaideep Bhattacharya Mr. Rohit Arora Mr. Shiv Dayal Mr. M. P. Mehrotra Mr. Dhanpal Jhaveri Mr. Asit Pal

Chairman Associate Director Associate Director Associate Director Managing Director (Associate) Independent Director Independent Director Independent Director Independent Director Independent Director

COMPANY SECRETARY Ms. Farhana Mansoor

AUDITORS M/s. Deloitte Haskins & Sells LLP, Chartered Accountants REGISTERED OFFICE Baroda Pioneer Asset Management Company Limited CIN :U65991MH1992PLC069414 th 501, Titanium, 5 Floor, Western Express Highway, Goregaon (E), Mumbai - 400063

REGISTRAR AND TRANSFER AGENT SHAREX DYNAMIC (INDIA) PVT. LTD. Unit No. 1, Luthra Industrial Premises, Safed Pool Andheri Kurla Road, Andheri East, Mumbai – 400 072

BARODA PIONEER ASSET MANAGEMENT COMPANY LIMITED CIN :U65991MH1992PLC069414 Registered Office: 501, Titanium, 5th Floor, Western Express Highway Goregaon (E), Mumbai 400063

NOTICE OF TWENTY SECOND ANNUAL GENERAL MEETING

NOTICE is hereby given that the Twenty Second Annual General Meeting of Baroda Pioneer Asset Management Company Limited (“Company”) will be held on Wednesday, September 3, 2014 at 3.30 p.m. in the Conference Room, Baroda Sun Tower, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, to transact the following business : ORDINARY BUSINESS 1. To receive, consider and adopt the audited financial statements of the Company comprising of the balance sheet as at March 31, 2014 and statement of profit and loss account for the year ended on that date together with the notes forming parts of accounts and annexure thereto and the report of the Board of Directors’ and auditors’ thereon. 2. To appoint a director in place of Mr. Sandro Pierri (DIN: 6400354), who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, as statutory auditors of the Company and to fix their remuneration, and in this regard, to consider and if thought fit, to pass, with or without modifications), the following resolution as an ordinary resolution : “RESOLVED THAT pursuant to Section 139 of the Companies Act, 2013 (“Act”) read with the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, if any, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, having ICAI Registration No. 117366W be and are hereby appointed as the statutory auditors of Baroda Pioneer Asset Management Company Limited (“Company”) for a term of five consecutive years, from the conclusion of this 22nd Annual General Meeting till the conclusion of the 27th Annual General Meeting, such appointment being subject to ratification by the members at every Annual General Meeting to be held during the period, at an annual remuneration of Rs. 6 lakhs plus service tax as applicable and other out of pocket expenses as may be incurred for FY 201415.”

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

SPECIAL BUSINESS: 4. To appoint Mr. Dhanpal Jhaveri (DIN 02018124) as non-executive independent director and in this regard, to consider and if thought fit, pass the following resolution with or without modification(s) as an ordinary resolution: “RESOLVED THAT pursuant to the relevant provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and the provisions of Articles 148(3), 155(1) and 155(2) of the Articles of Association of Baroda Pioneer Asset Management Company Limited (“Company”), Mr. Dhanpal Jhaveri (DIN 02018124) who was appointed as an additional director of the Company by the Board of Directors of the Company under Section 161(1) of the Act to hold office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of director, be and is hereby appointed as nonexecutive independent director of the Company, not liable to retire by rotation, to hold office for five consecutive years for a term upto the conclusion of the 27th Annual General Meeting of the Company in the calendar year 2019.”

5. To appoint Mr. Asit Pal (DIN 00742391) as non-executive independent director and in this regard, to consider and if thought fit, pass the following resolution with or without modification(s) as an ordinary resolution : “RESOLVED THAT pursuant to the relevant provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and the provisions of Articles 148(3), 155(1) and 155(2) of the Articles of Association of Baroda Pioneer Asset Management Company Limited (“Company”), Mr. Asit Pal (DIN 00742391) who was appointed as an additional director of the Company by the Board of Directors of the Company under Section 161(1) of the Act to hold office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of director, be and is hereby appointed as nonexecutive independent director of the Company, not liable to retire by rotation, to hold office for five consecutive years for a term upto the conclusion of the 27th Annual General Meeting of the Company in the calendar year 2019.”

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

6. To appoint Mr. Shiv Dayal (DIN 00461206) as non-executive independent director and in this regard, to consider and if thought fit, pass the following resolution with or without modification(s) as an ordinary resolution: “RESOLVED THAT pursuant to the relevant provisions of Sections 149,152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, and provisions of Articles 148(3), 155(1) and 155(2) of the Articles of Association of Baroda Pioneer Asset Management Company Limited (“Company”), Mr. Shiv Dayal (DIN 00461206) who was appointed as a director liable to retire by rotation and whose term expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of director, be and is hereby appointed as nonexecutive independent director of the Company, not liable to retire by rotation, to hold office for five consecutive years for a term upto the conclusion of the 27th Annual General Meeting of the Company in the calendar year 2019.” 7. To appoint Mr. Rohit Arora (DIN 00445753) as non-executive independent director and in this regard, to consider and if thought fit, pass the following resolution with or without modification(s) as an ordinary resolution : “RESOLVED THAT pursuant to the relevant provisions of Sections 149,152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and provisions of Articles 148(3), 155(1) and 155(2) of the Articles of Association of Baroda Pioneer Asset Management Company Limited (“Company”), Mr. Rohit Arora (DIN 00445753) who was appointed as a director liable to retire by rotation and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of director, be and is hereby appointed as non-executive independent director of the Company, not liable to retire by rotation, to hold office for five consecutive years for a term upto the conclusion of the 27th Annual General Meeting of the Company in the calendar year 2019.”

8. To appoint Mr. M. P. Mehrotra (DIN 0016768) as non-executive independent director and in this regard, to consider, and if thought fit, pass the following resolution with or without modification(s) as an ordinary resolution : “RESOLVED THAT pursuant to the relevant provisions of Sections 149,152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

read with Schedule IV to the Act and provisions of Articles 148(3), 155(1) and 155(2) of the Articles of Association of Baroda Pioneer Asset Management Company Limited (“Company”), Mr. M. P. Mehrotra (DIN 0016768) who was appointed as a director liable to retire by rotation and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of director, be and is hereby appointed as non-executive independent director of the Company, not liable to retire by rotation, to hold office for five consecutive years for a term upto the conclusion of the 27th Annual General Meeting of the Company in the calendar year 2019.

9. To appoint Mr. S. S. Mundra (DIN 979731) as a non-executive associate director and in this regard, to consider and if thought fit, pass the following resolution with or without modification(s) as an ordinary resolution : “RESOLVED THAT pursuant to the relevant provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and rules made thereunder (“Act”) (including any statutory modification(s) or re-enactment thereof for the time being in force) read with the provisions of Articles 148(2), 154(1), 154(2), 154(3) and 154(4) of the Articles of Association of the Company, Mr. S. S. Mundra (DIN 979731) who was appointed as a director in casual vacancy by the Board of Directors of the Company under Section 161(4) of the Act in place of Mr. M. D. Mallya who would have held office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of director, be and is hereby appointed as non-executive director of the Company, liable to retire by rotation.”

By order of the Board of Directors

Date: July 23, 2014 Place: Mumbai

Registered Office: 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai – 400 063 Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

Farhana Mansoor Head – Compliance & Company Secretary

Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY(S) TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THECOMPANY. The instrument appointing a proxy in order to be valid / effective must be duly filled in all respects and should be lodged with Company at its registered office at least 48 hours before the commencement of the meeting. A person appointed as a proxy shall act on behalf of such number of Member(s) holding in the aggregate not more than 10% of the total share capital of the Company, carrying voting rights. Further, a Member holding more than ten percent, of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. 2. A statement pursuant to Section 102(1) of the Companies Act, 2013 (“Act”), relating to the special business to be transacted at the Meeting is annexed hereto. 3. All documents referred to in the Notice and the Explanatory Statement, and requiring members’ approval, and such statutory records and registers, as are required to be kept open for inspection under the Act, shall be available for inspection by the Members at the Registered Office of the Company during business hours and shall be accessible to the person attending the meeting.

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

ANNEXURE TO THE NOTICE Explanatory statement pursuant to Section 102 of the Companies Act, 2013 (“Act”): Item No. 4 Mr. Dhanpal Jhaveri was appointed as an additional director on the Board of your Company with effect from February 25, 2014, pursuant to the provisions of Section 149, 152 and 161(1) of the Act, read with Articles 148(3), 155(1) and 155(2) of the Articles of Association of the Company and holds office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing under Section 160 of the Act from a member proposing the candidature of Mr. Dhanpal Jhaveri for the office of director of the Company. Mr. Dhanpal Jhaveri is not disqualified from being appointed as a director in terms of Section 164 of the Act and has given his consent to act as director. Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an independent director on its Board. As per the said Section 149, an independent director can hold office for a term up to five consecutive years on the Board of a company and he/she shall not be included in the total number of directors for retirement by rotation. The Company has received a declaration from Mr. Dhanpal Jhaveri that he meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act. In the opinion of the Board, Mr. Dhanpal Jhaveri fulfills the conditions for his appointment as independent director as specified in the Act and the rules made thereunder and is independent of the management. Mr. Dhanpal Jhaveri is a Partner & CEO of Everstone Capital Advisors Private Ltd. Prior to this, Mr. Jhaveri was the Executive Director of Capital First Limited (formerly known as Future Capital Holdings Ltd.). Mr. Jhaveri’s expertise lies in hand-on leadership supported by over 22 years of experience in Investments, Strategy, M&A and Investment Banking. He has extensive experience in financial services, natural resources, industrial and infrastructure sectors, and serves on the board of several companies including, Indostar Capital, Crystal Crop Protection, Pan India Foods and Global Hospitals. Mr. Jhaveri holds a degree in Bachelor of Commerce from the University of Mumbai and an MBA from Babson College, Graduate School of Business, United States. Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Dhanpal Jhaveri is appointed as an independent director on the Board of the Company.

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

Copy of the draft letter for appointment of Mr. Dhanpal Jhaveri as an independent director setting out the terms and conditions is available for inspection by members at the registered office of the Company. Save and except Mr. Dhanpal Jhaveri, none of the other directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the members.

Item No. 5 Mr. Asit Pal was appointed as an additional director on the Board of your Company with effect from July 23, 2014, pursuant to the provisions of Section 149, 152 and 161(1) of the Act, read with Articles 148(3), 155(1) and 155(2) of the Articles of Association of the Company and holds office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing under Section 160 of the Act from a member proposing the candidature of Mr. Asit Pal for the office of director of the Company. Mr. Asit Pal is not disqualified from being appointed as a director in terms of Section 164 of the Act and has given his consent to act as director. Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an independent director on its Board. As per the said Section 149, an independent director can hold office for a term up to five consecutive years on the Board of a company and he/she shall not be included in the total number of directors for retirement by rotation. The Company has received a declaration from Mr. Asit Pal that he meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act. In the opinion of the Board, Mr. Asit Pal fulfills the conditions for his appointment as independent director as specified in the Act and the rules made thereunder and is independent of the management. Mr. Asit Pal is a versatile banker with more than 32 years of extensive experience in various functions such as planning, credit, risk management and investments. In his last assignment, Mr. Pal was the Executive Director of Corporation Bank. Mr. Pal was also associated with Bank of Baroda in various capacities in branches, regional/zonal offices and administrative offices in India. Mr. Pal has also worked as an internal auditor of the UK and Brussels operations of the Bank. Mr. Pal holds a degree in Science and is a member of the Institute of Chartered Accountants of India. Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Asit Pal is appointed as an independent director on the Board of the Company. Copy of the draft letter for appointment of Mr. Asit Pal as an independent director setting out the terms and conditions is available for inspection by members at the registered office of the Company. Save and except Mr. Asit Pal, none of the other directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice. The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the members. Item Nos. 6, 7 & 8 Mr. Shiv Dayal, Mr. Rohit Arora and Mr. M. P. Mehrotra are independent directors of the Company. Mr. Shiv Dayal and Mr. Rohit Arora have held the positions as such for more than five years, while Mr. M. P. Mehrotra has held the position of an independent director for more than two years. It is proposed to appoint Mr. Shiv Dayal, Mr. Rohit Arora and Mr. M. P. Mehrotra as independent directors under Section 149 of the Act to hold office for five consecutive years for a term up to the conclusion of the 27th Annual General Meeting of the Company in the calendar year 2019. Mr. Shiv Dayal, Mr. Rohit Arora and Mr. M. P. Mehrotra are not disqualified from being appointed as directors in terms of Section 164 of the Act and have given their consent to act as directors. The Company has received notices in writing from members alongwith the deposit of requisite amount under Section 160 of the Act proposing the candidatures of each of Mr. Shiv Dayal, Mr. Rohit Arora and Mr. M. P. Mehrotra for the office of directors of the Company. Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an independent director on its Board. As per the said Section 149, an independent director can hold office for a term up to five consecutive years on the Board of a company and he/she shall not be included in the total number of directors for retirement by rotation.

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

The Company has also received declarations from Mr. Shiv Dayal, Mr. Rohit Arora and Mr. M. P. Mehrotra that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act. In the opinion of the Board, Mr. Shiv Dayal, Mr. Rohit Arora and Mr. M. P. Mehrotra fulfill the conditions for appointment as independent directors as specified in the Act and the rules made thereunder. Mr. Shiv Dayal, Mr. Rohit Arora and Mr. M. P. Mehrotra are independent of the management. Brief profiles of Mr. Shiv Dayal, Mr. Rohit Arora and Mr. M. P. Mehrotra are given below. Mr. Shiv Dayal : Mr. Shiv Dayal is the Founder and Managing Director of Langham Capital He is also the Chairman of F1F9 (India) Private Ltd. Prior to founding Langham Capital, Mr. Dayal managed two technology ventures in Europe, worked in the Mergers & Acquisitions groups at JPMorgan and Dresdner Kleinwort Benson in London and New York. Mr. Shiv Dayal has a Bachelor degree in Economics from the University of Sussex, a Master’s degree in Development Economics from the University of East Anglia and an MBA from London Business School. He is also a Director of various companies. Mr. Rohit Arora : Mr. Rohit Arora is the Founder & Chairman, EMR Technology Ventures Private Limited. He has over two decades of experience in business process outsourcing, investment banking and management consulting. He has advised Fortune 1000 corporations on their India entry strategy including identifications, negotiations and selection of joint venture partners. Mr. Arora is also the founder director of AR Credit. He was earlier the Managing Director of AIA Capital India Pvt. Ltd, the Investment Banking arm of AIG - American International Group. Mr. Arora is a fellow member of the Institute of Chartered Accountants of India. Mr. M. P. Mehrotra : Mr. M.P. Mehrotra is a founder partner of Mehrotra & Mehrotra, a firm of chartered accountants in existence for over 49 years. During this period, Mr. Mehrotra has supervised audits for a number of leading Indian conglomerates, companies, financial services entities and banks, including the Essar Group, ABG Group, SAIL, BHEL, NTPC, LIC, Punjab National Bank etc. Mr. Mehrotra has also handled varying matters under the Companies Act, 1956 and the Income Tax Act, 1961, in addition to handling takeovers, mergers, acquisitions etc. He has also held important Government offices, such as member of the Central Board of Trustees, EPFO, member of the Task Force for MOU, Ministry of Heavy Industries & Public Enterprises, Govt. of India, trustee of Cochin Port Trust etc. Currently Mr. Mehrotra serves as the official advisor to the High Commission of Malta, New Delhi, in addition to being director on various companies of repute. Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

Mr. Mehrotra is a fellow member of the Institute of Chartered Accountants of India, and holds a degree in law and a bachelor’s degree in commerce. Copies of the draft letters for appointment of Mr. Shiv Dayal, Mr. Rohit Arora and Mr. M. P. Mehrotra as independent directors setting out the terms and conditions are available for inspection by members at the registered office of the Company. Mr. Shiv Dayal, Mr. Rohit Arora and Mr. M. P. Mehrotra are interested in the resolutions set out in Item Nos. 6, 7 and 8 of the Notice respectively with regard to their respective appointments. Save and except the above, none of the other directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 6, 7 and 8 of the Notice. The Board recommends the Ordinary Resolutions set out at Item Nos. 6, 7 and 8 of the Notice for approval by the members. Item No. 9 Mr. S. S. Mundra was appointed as a director in casual vacancy on the Board of your Company with effect from February 25, 2014, pursuant to the provisions of Section 149, 152, 161(4) of the Act, read with Articles 148(2), 154(1), 154(2), 154(3) and 154(4) of the Articles of Association of the Company. As provided under Section 161(4) of the Act, Mr. Mundra holds office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing under Section 160 of the Act from a member proposing the candidature of Mr. S. S. Mundra for the office of director of the Company. Mr. S. S. Mundra is not disqualified from being appointed as a director in terms of Section 164 of the Act and has given his consent to act as director. Mr. S. S. Mundra is the Chairman and Managing Director of Bank of Baroda. Prior to this, he was the Executive Director of Union Bank of India. Mr. Mundra started his career as a Probationary Officer in Bank of Baroda in 1977 and has over three decades of experience in the banking industry. He has held wide range of responsibilities in domestic as well as international operations in various capacities. Mr. Mundra brings with him diverse experience in treasury, international operations and credit. Mr. Mundra holds a Master’s Degree in Commerce and is a Certified Associate of Indian Institute of Banking & Finance (CAIIB). Save and except Mr. S. S. Mundra, none of the other directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice. The Board recommends the Ordinary Resolution set out at Item No. 9 of the Notice for approval by the members. Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

FORM NO. MGT-11 PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: U65991MH1992PLC069414 Name of the Company: Baroda Pioneer Asset Management Company Ltd Registered office: 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai - 400063 Name of the member (s): Registered address: E-mail Id: Folio No / Client Id: DP ID: I/We, being the member (s) of …………. shares of the above named company, hereby appoint 1. Name: …………………… Address: E-mail Id: Signature:…………….,

or failing him 2. Name: …………………… Address: E-mail Id: Signature:…………….,

or failing him 3. Name: …………………… Address: E-mail Id: Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

Signature:…………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Twenty Second Annual General Meeting of the Company, to be held on Wednesday, September 3, 2014 at 3.30 p.m. in the Conference Room, Baroda Sun Tower, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, or at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution Nos. 1 2 3 4 5 6 7 8 9 10

Signed this <___> of <__________>2014

Signature of shareholder

Signature of Proxy(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

ATTENDANCE SLIP: CIN: U65991MH1992PLC069414 Name of the Company: Baroda Pioneer Asset Management Company Ltd Registered office: 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai - 400063

Registered Folio No / Client ID : ______ DP ID: _______________ No. of Shares: ______ I / We, certify that I / We, am / are a Member / Proxy for the Member of the Company for the Twenty Second Annual General Meeting to be held on Wednesday, September 3, 2014 at 3.30 p.m. in the Conference Room, Baroda Sun Tower, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051.

……………………………………………… …………………………………… Shareholder’s / Proxy’s name in block letters

Signature of Shareholder/ Proxy

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the Notice of the Meeting to the meeting.

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

DIRECTORS' REPORT TO THE MEMBERS Your directors have great pleasure in presenting the Twenty Second Annual Report of the Company together with the audited balance sheet as on 31.03.2014 and the statement of profit & loss account for the year ended at that date. FINANCIAL PERFORMANCE OF THE COMPANY FOR YEAR ENDED MARCH 31, 2014 Particulars Total Income Profit / (loss) before Depreciation Less Depreciation Profit & loss before Tax Less Provision for Tax Profit & loss after Tax Less Prior Period Adjustment Profit after Tax & Adjustment Profit after tax and adjustments carried to Balance sheet Reserves & Surplus (before adjusting accumulated losses)

As at 31.3.2014 (Rs. in lakh) 2,621.22 (904.79) 73.47 (978.26) (4.20) (982.46) (982.46) (982.46) 3,961.66

As at 31.3.2013 (Rs. in lakh) 1,720.60 (1,779.33) 86.47 (1,865.80) (6.18) (1,871.98) (1,871.98) (1,871.98) 4,009.57

SHARE CAPITAL As on March 31, 2014, the paid-up equity share capital of your Company was Rs. 880,440,640/- and the net worth was Rs.661,622,435. Both the shareholders viz. Pioneer Global Asset Management S.p.A and Bank of Baroda, infused additional capital to the tune of Rs. 590,730,640/- by way of rights issue during the financial year ended March 31, 2014.

PROFITABILITY During the year, the total income of the company grew by 52%. The net loss for the financial year 2013-14 was Rs. 982.46 lakhs, as against a net loss of Rs. 1,871.98 lakhs in financial year 2012-13.

DIVIDEND Your directors do not recommend any dividend for the year 2013-14 on account of the net loss suffered by your Company during the financial year 2013-14.

STATE OF ECONOMY Quarterly trend in FY 2013-14 shows volatility in growth. After recording a growth of 4.7% and 5.2% in Q1 and Q2 respectively, GDP growth slowed down to 4.7% in Q3 and 4.6% in Q4. This was due to all external factors, including global economy recovery. Key issue was domestic structural constraints. The economy is expected to grow at 5.4%-5.9% in FY15 (Source – indiabudget.nic.in) which was predicated on revival in industrial sector, benign outlook on crude and no external shocks (including effects of below normal monsoons).

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

CPI fell from 9-10% in the last couple of years to 8% in February 2014, a 25 month low, on back of moderation in prices of vegetables, meat, eggs and fish. However, core inflation (education, healthcare and household requisites) remained sticky. Fiscal deficit was at 4.5% of GDP in FY2013-14 against budget target of 4.8% due to focus on fiscal consolidation despite shortfall in tax revenues, divestment target, higher than budget subsidies and interest and pension payment. Current Account Deficit was seen at 1.7% of GDP (US$32.4bn) in FY2013-14, better than 4.7% of GDP (US$88.2bn) in FY2012-13. This was achieved through lower import of gold & silver and better exports. [Source : Bloomberg ]

MUTUAL FUND INDUSTRY Amidst volatility and uncertainty in the markets, the mutual fund industry saw its Average Assets Under Management (“AAUM”) grow by 10% for the year ended March 2014. The industry has witnessed a growth of around of 12% CAGR (Compound Annual Growth Rate) from 2011-2014. The industry has seen positive net flows in the last two years and has added Rs.76,539 crores in the FY13-14 . The industry AAUM of 2013-14 ended at Rs.905,120 crores (as on March 2014) as compared to Rs 816,657 crores in the FY 2012-13 (as on March 2013). Although the industry has seen an overall growth in the AAUM, there has been a shift in the asset mix of the industry. Investors’ expectation of RBI rate cuts, tight liquidity conditions, high commodity prices, and weak global cues impacted both the fixed income and equity markets. The AAUM under the equity segment declined by 3.35%, while the debt/income segment grew by 11.31% during 2014. . Liquid and money market AUM also grew by 29.31% during the same period. As we look into the future, factors like strong macro-economic conditions, high savings and investment rate augur well for further development of the category in India. We expect the focus of the industry in 2014-15 to be on increasing penetration particularly in B15 cities, enhancing distribution coverage, delivering better risk-adjusted returns, further upgrading customer service and offering technology based transaction capabilities. [Source: AMFI]

STATE OF COMPANY AFFAIRS Your Company has focused its energies on building a sustainable business with a clearly defined long-term growth and profit strategy and has aggressively focused on Systematic Investment Plans to build up equity assets in a gradual and sustainable manner. Its products cater to a diverse range of risk, return and liquidity preferences of investors. In 2013-14, your Company took some important steps in improving its reach across the country and in the Bank of Baroda (“Bank”) network. Your Company operates out of 104 locations in India and has 203 official points for acceptance of transactions. Your Company did not launch any other product in 2013-14 except for Fixed Maturity Plans. In the coming years, your Company will continue to focus on meeting investor needs through new products and services that are comparable with the best in the category.

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

CHANGE IN DIRECTORS At the last Annual General Meeting (“AGM”) of your Company held on August 28, 2013, Mr. P. K. Gupta retired by rotation and chose not to be re-appointed on the Board of Directors and appointment of Mr. Sandro Pierri, director appointed in casual vacancy, was confirmed on the Board of the Company. During the financial year ended March 31, 2014, the following changes took place in the composition of the Board of Directors of the Company: 

Mr. S. K. Das, who represented the Bank on the Board of Directors of the Company, ceased to be an associate director of the Company effective December 1, 2013, on account of his superannuation from the Bank.



Mr. S. S. Mundra, Chairman & Managing Director of the Bank, was appointed as an associate director of the Company, in place of Mr. M. D. Mallya, effective February 25, 2014, and consequently, as a Bank nominee on all the Committees of the Board.



Mr. Dhanpal Jhaveri (Wholetime Director and CEO of Everstone Capital Advisors Private Ltd.) was appointed as an additional director of the Company with effect from February 25, 2014.

In the current FY 2014-15 till date, Mr. Asit Pal (former Executive Director of Corporation Bank) was appointed as an additional director while Mr. R. S. Abhyankar, General Manager – Treasury and Investment Portfolio of Bank of Baroda, was appointed as an associate director of the Company in place of Mr. S. K. Das with effect from July 23, 2014. Your directors place on record their appreciation for the valuable contribution made by Mr. P. K. Gupta and Mr. S. K. Das during their association with the Company.

PARTICULARS OF EMPLOYEES Information as per Section 217(2A) of the Companies Act, 1956 (“Act”) read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. This Report and the accounts are being sent to the shareholders of the Company, excluding the statement on particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial Department at the Registered Office of your Company. DIRECTORS’ RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE ACT Pursuant to Section 217(2AA) of the Act, your directors confirm that: st

1.

In the preparation of the annual accounts for the year ended 31 March 2014, applicable accounting standards have been followed.

2.

The accounting policies have been consistently followed so as to give a true and fair view of the st state of affairs of your Company at the end of the financial year ended 31 March 2014.

3.

Proper and sufficient care has been taken by your directors for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

4.

The annual accounts of your Company have been prepared on an on-going basis.

AUDITORS Your Company’s present auditors, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Reg. No. 117366W), hold office until the conclusion of the ensuing Annual General Meeting and have sought reappointment. We propose to re-appoint M/s. Deloitte Haskins & Sells LLP as the statutory auditors of the Company for the term of five years effective FY 2014-15.

INFORMATION UNDER SECTION 217(1) (E) OF THE ACT Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo: There are no specific comments in terms of the provisions of Section 217(1)(e) of the Act that call for conservation of energy and technology absorption. Your Company has, however, used information technology relevant to its business in keeping with the size of its operations. Expenditure and earnings in foreign currency aggregated to Rs. 52.52 lakhs (previous year: Rs. 46.75 lakhs) and Rs. 169.03 lakhs (previous year: Rs. 212.54 lakhs), respectively.

REPORT ON CORPORATE GOVERNANCE Board of Directors As on date of this report, the Board of Directors of the Company comprises of the following ten directors, out of whom five directors are non-executive independent directors. Mr. Jack Lin Mr. Sandro Pierri Mr. S. S. Mundra Mr. Jaideep Bhattacharya Mr. R S Abhyankar Mr. Rohit Arora Mr. Shiv Dayal Mr. M. P. Mehrotra Mr. Dhanpal Jhaveri Mr. Asit Pal

Chairman Associate Director Associate Director Managing Director (Associate) Associate Director Independent Director Independent Director Independent Director Independent Director Independent Director

Board Meetings The Board meets at least four times during a year. During the financial year 2013-14, four meetings of the Board of Directors were held on April 25, 2013, July 24, 2013, October 28, 2013 and February 25, 2014. Board Committees 1. Audit Committee The Audit Committee of the Board of Directors has been constituted in line with the provisions of Section 292A of the Act. The Audit Committee comprises of Mr. Rohit Arora, Mr. Jack Lin and Mr. S. S. Mundra. Mr. S. S. Mundra was appointed in place of Mr. S. K. Das as a nominee member representing the Bank. During Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

the financial year 2013-14, four meetings of the Audit Committee were held on April 25, 2013, July 24, 2013, October 28, 2013 and February 25, 2014. 2. Investment Committee The Investment Committee of the Board of Directors has been constituted in line with the Shareholders Agreement and the SEBI (Mutual Funds) Regulations, 1996. The Investment Committee currently comprises of Mr. Jack Lin, Mr. S. S. Mundra, Mr. Jaideep Bhattacharya and Chief Investment Officer of the Company. Mr. S. S. Mundra was appointed in place of Mr. S. K. Das as a nominee member representing the Bank. During the financial year 2013-14, three meetings of the Investment Committee were held on July 24, 2013, October 28, 2013 and February 25, 2014. 3. Risk & Compliance Committee The Risk & Compliance Committee of the Board of Directors has been constituted in line with the Shareholders Agreement. The Risk & Compliance Committee currently comprises of Mr. Jack Lin, Mr. S. S. Mundra, Mr. Jaideep Bhattacharya, Chief Operating Officer and the Compliance Officer of the Company. Mr. S. S. Mundra was appointed in place of Mr. S. K. Das as a nominee member representing the Bank. During the financial year 2013-14, three meetings of the Risk & Compliance Committee were held on July 24, 2013, October 28, 2013 and February 25, 2014. 4. Remuneration Committee The Remuneration Committee of the Board of Directors has been constituted in line with Schedule XIII to the Companies Act, 1956. The Remuneration Committee comprises of Mr. Jack Lin, Mr. S. S. Mundra, Mr. Rohit Arora, Mr. Shiv Dayal and Mr. M. P. Mehrotra. Mr. S. S. Mundra was appointed in place of Mr. S. K. Das as a nominee member representing Bank of Baroda. During the financial year 2013-14, no meetings of the Remuneration Committee were held.

Annual General Meetings Details of the AGMs held during the last three years are given below: AGM

DATE

th

27.09.2011

th

24.09.2012

st

28.08.2013

19 AGM 20 AGM 21 AGM

VENUE Bank of Baroda, Baroda Sun Tower, G- Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 501, Titanium, 5th Floor, Western Express Highway, Goregaon (E), Mumbai – 400 063 Bank of Baroda, Baroda Sun Tower, G- Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051

ACKNOWLEDGMENT The Directors place on record their appreciation for the assistance and guidance rendered by the Securities and Exchange Board of India, Association of Mutual Funds in India, Reserve Bank of India, Pioneer Global Asset Management SpA, Bank of Baroda and Directors of Baroda Pioneer Trustee Company Private Ltd, Trustee to Baroda Pioneer Mutual Fund. The Directors also thank the investors for having reposed their confidence in Baroda Pioneer Mutual Fund.

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in

The Directors wish to take this opportunity to thank: 

M/s Karvy Computershare Private Limited, for the services rendered by them as the Registrar and Share Transfer Agents of Baroda Pioneer Mutual Fund, and for providing collection centers for various schemes of Baroda Pioneer Mutual Fund.



M/s SHAREX Dynamic (India) Pvt. Ltd., the Registrar and Share Transfer Agents of the Company, for the services rendered by them.



Bank of Baroda, for helping in the sales and marketing of the schemes of Baroda Pioneer Mutual Fund and collection of investments all over the country.



Citibank N.A, custodian and fund accountant of the schemes of Baroda Pioneer Mutual Fund, for the services rendered by them.

The Directors also appreciate the dedication and sense of commitment shown by the employees at all levels and acknowledge their contribution towards the progress and performance of the Company.

For and on behalf of the Board of Directors

Chairman Place Date

: Mumbai : July 23, 2014

Baroda Pioneer Asset Management Company Limited CIN : U65991MH1992PLC069414 501, Titanium, 5th Floor, Western Express Highway, Goregaon (East), Mumbai -400063 Ph. No. +91 22 30741000, 42197999 Fax No. +91 22 30741001 Email: [email protected] www.barodapioneer.in