SEBI vide its circular vide reference no. SEBI/IMD/Cir No 18/198647/2010 dated March 15, 2010 has stated that mutual fund should play an active role in ensuring better corporate governance of listed companies. The said circular stated that the AMCs should disclose their general policies and procedures for exercising the voting rights in respect of shares held by them. This policy is drafted in pursuance of SEBI circular dated March 15, 2010 and provides general philosophy, broad guidelines and procedures for exercising voting rights.

Religare Asset Management Company Limited (“RAMC”) is an Investment Manager to the scheme(s) of Religare Mutual Fund (“the Fund”). As an investment manager, RAMC has fiduciary responsibility to act in the best interest of the unit-holders of the Fund. This responsibility includes exercising voting rights attached to the securities of the companies in which the schemes of the Fund invest. It will be RAMC’s endeavor to participate in the voting process (i.e. exercise voting rights) based on the philosophy enunciated in this policy.

Good corporate governance ensures that a corporation is managed keeping in mind the long-term interest of shareholders. Promoting good corporate governance standards forms an integral part of corporate ownership responsibilities.

With this in the forefront, RAMC expects all corporations, in which it invests in, to comply with high corporate governance standards. Accordingly, as the decision to invest is generally an endorsement of sound management practices, RAMC may generally vote with the management of these corporations. However, when RAMC is of the view that the unit holders will be prejudiced by any such proposal, then it may vote against such proposal to protect the interest of unit holders. Also in case of resolutions moved by the share holders of the company, RAMC will exercise its voting rights in the best interest of its unit holders. In certain circumstances, RAMC may also decide to refrain from voting where it has insufficient information or there is conflict of interest or it does not have a clear stance on the proposal under consideration.

RAMC, as an investment manager, will generally vote in accordance with the voting policy. However, it may deviate from the policy if there are particular facts and/or circumstances that warrant for such deviation to protect the interests of unit-holders of the Fund.

RAMC, under schemes, may invest in the securities of associate/group companies (to the extent permitted under SEBI (Mutual Funds) Regulations, 1996). Further, RAMC is an affiliate of a diverse financial services organization consisting of many affiliates. Moreover RAMC under schemes may invest in securities of companies which have invested in schemes of Religare Mutual Fund. Such scenarios may lead to a situation creating conflict of interest. RAMC will exercise adequate safeguards to address any such conflict of interest with regard to any individual investment. RAMC will attempt to avoid conflict of interest and will exercise its voting rights in the best interest of the unit-holders. Voting decisions in such cases will be based on merits without any bias and the same parameters will be applied for _taking voting decisions as are applied for other companies.

The Voting Committee and/or the Compliance department may be consulted when any such conflict of interest arises.

As a guiding principle, RAMC shall exercise voting rights solely in the interest of unit holders of the Fund. RAMC has constituted a Voting Committee (VC). The Committee is empowered to provide guidance on the voting matters referred to it, establish voting guidelines and procedures as it may consider necessary and is responsible to ensure that these guidelines and procedures are adhered to and also make changes in the policy as may be required from time to time. The members of this Committee are as follows:
•	CEO/ COO/Head - Operations (any one)
•	Head of Compliance or Member of compliance team
•	Head of Equity or Fund Manager (equity)
•	Head of Fixed Income and/ or Fund Managers
•	Any other representative as the Committee may co-opt from time to time
Broad Guidelines for functioning of Voting Committee are:
1.	Voting Committee may record its decisions by circulation including decisions/guidance on voting matters that have been referred to it.
2.	Voting Committee may consult with outside experts and other investors on issues as it may deem fit.
3.	Decisions of Voting Committee should be maintained by compliance
4.	Details of voting decisions taken by the Fund Management team will be presented to the Voting committee/Investment Committee.
5.	Voting Committee may review this policy from time to time.
Steps (Procedure) in Exercising Voting Rights:
The following points outline the key steps in exercising Voting rights:
1)	Notification of company AGMs / EGMs and relevant voting items to Fund Management Team.
2)	The RAMC shall endeavor to vote for all holdings of the Fund, aggregated for all its schemes, but subject to the importance of the matter and the cost/time implications. The voting will cover all equity holding across all schemes of Religare Mutual Fund.
3)	Custodian will send ballots and or other relevant papers (notice of meeting, proxy form, attendance slips etc.) to RAMC relating to AGM/EGM as soon as it receives.
4)	The fund management team is authorized to decide on voting decisions but may refer decisions to the voting committee for its guidance/direction.
5)	Based on internal discussion within the fund management team, a decision would be arrived at as to whether RAMC should attend the meeting and/or vote on the proposed resolution. RAMC would not vote for resolutions/matters pertaining to its equity holdings in quant based funds (arbitrage and Agile). Moreover routine matters and ordinary resolutions like adoption of financials (unless there are significant auditor qualifications), dividend declaration, general updating/corrective amendments to the Articles of Association would be ignored for voting purpose. However RAMC may on a case to case basis, vote on such resolutions, if it deems fit to do so.
6)	Proposed resolutions which screen through the above criteria would be discussed within the fund management team and decision would be taken on whether to vote (“for”/”against”) or “abstain” from voting. RAMC may abstain from voting on proposals that do not have a readily determinable financial impact on shareholder value and/or matters for which disclosure is inadequate. For the remaining proposals, RAMC would vote either “for” or “against” based on overall merits and demerits of the proposed resolution. RAMC will generally support and vote “for” proposals which are likely to result in maximizing long-term investment returns for unit holders. RAMC would not support and vote “against” proposals that appear to be detrimental to the company financials / interest of the minority shareholders, which would adversely impact shareholders value.
7)	RAMC may authorize either its own executives/authorized representative to attend the AGM/EGM to exercise the voting rights or may instruct the Custodian to exercise voting rights in accordance with the instructions of RAMC. Proof of such authorization will be maintained by the Deutsche Bank.
8)	Record of matters on which voting rights were exercised will be maintained by Deutsche Bank and will be subject to internal audit.
9)	Requisite disclosure will be placed before the Board of Religare AMC and Religare Trustee Company on a quarterly basis or such other frequency as the VC may consider appropriate.
10)	Report on actual exercise of voting rights will be placed on the website of the Fund (www.religaremf.com) and also in the annual report sent to the unit holders on an annual basis.
Date: June 28, 2011
Voting Details 2010 – 2011. Click Here to Download PDF.