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Notice: Ordinary Business
Notice: Ordinary Business
Notice
Notice is hereby given that the 111th Annual General Meeting candidature for the office of Director of the Company, be and is hereby
of the Members of Tata Steel Limited will be held on Friday, appointed as a Director of the Company liable to retire by rotation.”
July 20, 2018, at 3.00 p.m. IST at the Birla Matushri Sabhagar, 19,
Sir Vithaldas Thackersey Marg, Mumbai 400 020, to transact the Item No. 6 – Re-appointment of Mr. Koushik Chatterjee as
following business: Whole Time Director designated as Executive Director and Chief
Financial Officer and payment of remuneration
Ordinary Business:
To consider and if thought fit, to pass the following resolution as an
Ordinary Resolution:
Item No. 1 – Adoption of Audited Standalone Financial Statements
“RESOLVED THAT pursuant to the provisions of Sections 196,
To receive, consider and adopt the Audited Standalone Financial
197, 203 and other applicable provisions, if any, read along with
Statements of the Company for the Financial Year ended March 31, 2018
Schedule V of the Companies Act, 2013, as amended (‘Act’), and
and the Reports of the Board of Directors and the Auditors thereon.
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, the consent of
Item No. 2 – Adoption of Audited Consolidated Financial Statements
the Company be and is hereby accorded to the re-appointment and
To receive, consider and adopt the Audited Consolidated terms of remuneration of Mr. Koushik Chatterjee (DIN:00004989) as
Financial Statements of the Company for the Financial Year ended Whole Time Director designated as Executive Director and Chief
March 31, 2018 and the Report of the Auditors thereon. Financial Officer (‘ED & CFO’) of the Company for a period of five
years with effect from November 9, 2017 to November 8, 2022 upon
Item No. 3 – Declaration of Dividend the terms and conditions set out in the Statement annexed to the
Notice convening the 111th Annual General Meeting, including the
To declare dividend of:
remuneration to be paid in the event of loss or inadequacy of profits
₹10/- per fully paid Ordinary (equity) Share of face value ₹10/-
in any financial year during his said tenure within the overall limits
each (‘fully paid shares’) for the Financial Year 2017-18.
of Section 197 of the Act with liberty to the Board of Directors (the
₹2.504 per partly paid Ordinary (equity) Share of face value ₹10/- ‘Board’ which term includes a duly constituted Committee of the
each (‘partly paid shares’) (paid-up ₹2.504 per share) for the Board of Directors) to alter and vary the terms and conditions of the
Financial Year 2017-18. said re-appointment as it may deem fit and in such manner as may
be agreed to between the Board and ED & CFO.
Item No. 4 – Re-Appointment of a Director RESOLVED FURTHER THAT the Board be and is hereby authorised to
take all such steps as may be necessary, proper and expedient to give
To appoint a Director in the place of Mr. N. Chandrasekaran
effect to this Resolution.”
(DIN:00121863), who retires by rotation in terms of Section 152(6) of
the Companies Act, 2013 and, being eligible, seeks re-appointment.
Item No. 7 – Ratification of Remuneration of Cost Auditors
Special Business: To consider and if thought fit, to pass the following resolution as an
Ordinary Resolution:
Item No. 5 – Appointment of Mr. Saurabh Agrawal as a Director
“RESOLVED THAT pursuant to Section 148 and other applicable
To consider and if thought fit, to pass the following resolution as an provisions, if any, of the Companies Act, 2013 read with the
Ordinary Resolution: Companies (Audit and Auditors) Rules, 2014, including any
amendment, modification or variation thereof, the Company
“RESOLVED THAT Mr. Saurabh Agrawal (DIN:02144558), who was
hereby ratifies the remuneration of ₹18 lakh plus applicable taxes
appointed by the Board of Directors as an Additional Director of
and out-of-pocket expenses payable to Messrs Shome & Banerjee,
the Company effective August 10, 2017 and who holds office up to
Cost Accountants (Firm Registration Number - 000001) who have
the date of this Annual General Meeting of the Company in terms
been appointed by the Board of Directors on the recommendation
of Section 161 of the Companies Act, 2013 (‘Act’) and Article 121 of
of the Audit Committee, as the Cost Auditors of the Company, to
the Articles of Association of the Company and who is eligible for
conduct the audit of the cost records maintained by the Company
appointment and has consented to act as a Director of the Company
as prescribed under the Companies (Cost Records and Audit) Rules,
and in respect of whom the Company has received a notice in
2014, as amended, for the Financial Year ending March 31, 2019.
writing from a Member under Section 160 of the Act proposing his
389
Notice
B. In case a Member receives physical copy of the Notice of (Membership No. FCS 8331) of M/s Parikh & Associates, Practising
Annual General Meeting (for Members whose e-mail addresses Company Secretaries, as the Scrutiniser to scrutinise the remote
are not registered with the Company/Depository Participant(s) e-voting process as well as voting at the Annual General Meeting
or requesting physical copy): in a fair and transparent manner.
i. Initial password is provided in the enclosed Attendance Slip(s) viii. At the Annual General Meeting, at the end of the discussion
along with EVEN (E-Voting Event Number), User ID and password. of the resolutions on which voting is to be held, the Chairman
shall, with the assistance of the Scrutiniser, allow voting for all
ii. Please follow all steps from SI. No. (ii) to SI. No. (xiii) as above in (A),
those Members who are present but have not cast their vote
to cast your vote.
electronically using the remote e-voting facility.
Other Instructions: ix. The Scrutiniser shall immediately after the conclusion of voting
at the Annual General Meeting, first count the votes cast at
i. In case of any queries, you may refer the Frequently Asked
the Annual General Meeting, thereafter unblock the votes
Questions (FAQs) for Shareholders and User Manual on E-Voting
cast through remote e-voting in the presence of at least two
System for Shareholders, available at the ‘downloads’ section of
witnesses not in the employment of the Company and make, not
www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or
later than 48 hours of conclusion of the Meeting, a consolidated
send a request at evoting@nsdl.co.in
Scrutiniser’s Report of the total votes cast in favour or against, if
ii.
The remote e-voting period commences on Monday, July 16, 2018 any, to the Chairman or a person authorised by him in writing
(9.00 a.m. IST) and ends on Thursday, July 19, 2018 (5.00 p.m. IST). who shall countersign the same.
During this period, Members of the Company holding shares either
x. The Chairman or a person authorised by him in writing shall
in physical form or in dematerialised form, as on the cut-off date
declare the result of voting forthwith.
of Friday, July 13, 2018, may cast their vote by remote e-voting.
The remote e-voting module shall be disabled by NSDL for voting xi. The results declared along with the Scrutiniser’s Report shall be
thereafter. Once the vote on a resolution is cast by the Member, the placed on the website of the Company www.tatasteel.com and
Member shall not be allowed to change the vote subsequently. on the website of NSDL www.evoting.nsdl.com immediately
after the result is declared by the Chairman or any other person
iii. You can also update your mobile number and e-mail address in
authorised by the Chairman and the same shall be communicated
the user profile details of the folio which may be used for sending
to BSE Limited and National Stock Exchange of India Limited,
future communication(s).
where the shares of the Company are listed. The results shall also
iv. The voting rights of Members shall be in proportion to their be displayed on the notice board at the Registered Office of the
share of the paid-up equity share capital of the Company as on Company.
the cut-off date i.e Friday, July 13, 2018 and as per the Register of
xii. In case of any grievances with respect to the facility for voting
Members of the Company.
by electronic means, Members are requested to contact
v.
Any person, who acquires shares of the Company and Mr. Amit Vishal, Senior Manager at amitv@nsdl.co.in or
becomes a Member of the Company after dispatch of the evoting@nsdl.co.in or on (+91 22 2499 4360/1800-222-990)
Notice of Annual General Meeting and holding shares as of the or write at NSDL, Trade World, ‘A’ wing, 4th Floor, Kamala Mills
cut-off date, i.e Friday, July 13, 2018 may obtain the login ID Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013.
and password by sending a request at evoting@nsdl.co.in or
csg-unit@tsrdarashaw.com (RTA e-mail). However, if you are
already registered with NSDL for remote e-voting then you can By Order of the Board of Directors
use your existing User ID and password for casting your vote. If
you have forgotten your password, you can reset your password sd/-
by using ‘Forgot User Details/Password?’ or ‘Physical User Reset PARVATHEESAM K.
Password’ option available on www.evoting.nsdl.com or contact Mumbai Company Secretary
NSDL at the following Toll Free No.: 1800-222-990 or e-mail at May 16, 2018 ACS: 15921
evoting@nsdl.co.in
Registered Office:
vi. Please note, only a person whose name is recorded in the Register
Bombay House, 24, Homi Mody Street,
of Members or in the Register of Beneficial Owners maintained by
Fort, Mumbai - 400 001
the depositories as on the cut-off date shall be entitled to avail
Tel: +91 22 6665 8282 Fax: +91 22 6665 7724
the facility of voting, either through remote e-voting or voting at
CIN: L27100MH1907PLC000260
the Annual General Meeting through e-voting or ballot paper.
Website: www.tatasteel.com
vii.
The Board of Directors has appointed Mr. P. N. Parikh E-mail: cosec@tatasteel.com
(Membership No. FCS 327) or failing him Mr. Mitesh Dhabliwala
393
Notice
a. Hospitalisation and major medical expenses for self, spouse may be agreed to between the Board and the ED & CFO, subject
and dependent parents and children; to such approvals as may be required.
b. Car, with driver provided, maintained by the Company for iii.
The appointment may be terminated earlier, without any
official and personal use; and cause, by either Party by giving to the other Party six months’
notice of such termination or the Company paying six months’
c.
Telecommunication facilities including broadband, internet, fax.
remuneration which shall be limited to provision of Salary,
iii. Other perquisites and allowances as given below, subject to Benefits, Perquisites, Allowances and any pro-rated Incentive
maximum of 55% limit of the annual basic salary. Remuneration (paid at the discretion of the Board), in lieu of such
notice.
The categories of perquisites/allowances to be included within
the 55% limit would be- iv. The employment of the ED & CFO may be terminated by the
Company without notice or payment in lieu of notice:
a.
Monthly Supplementary Allowances/Personal Accident
Insurance/Club Membership fees – 38.34% a. if the ED & CFO is found guilty of any gross negligence, default
or misconduct in connection with or affecting the business
b. Leave Travel Concession/Allowance – 8.33%
of the Company or any subsidiary or associated company to
c. Medical Allowance – 8.33% which he is required by the Agreement to render services; or
iv.
Contribution to Provident Fund, Superannuation Fund and b. in the event of any serious or repeated or continuing breach
Gratuity Fund, as per the Rules of the Company. (after prior warning) or non-observance by the ED & CFO of
any of the stipulations contained in the Agreement; or
v. Mr. Chatterjee will be entitled to leave in accordance with the
rules of the Company. Privilege leave earned but not availed by c. in the event the Board expresses its loss of confidence in the
him would be encashable in accordance with the Rules of the ED & CFO.
Company.
v. In the event the ED & CFO is not in a position to discharge his
official duties due to any physical or mental incapacity, the Board
c) Bonus/performance linked incentive/commission
shall be entitled to terminate his contract on such terms as the
Mr. Chatterjee shall be entitled to bonus/performance linked Board may consider appropriate in the circumstances.
incentive, Long Term Incentive Plan (‘LTIP’) and/or commission
vi.
Upon the termination by whatever means of ED & CFO’s
based on certain performance criteria laid down by the Board and/
employment under the Agreement:
or Committee thereof, subject to overall ceilings stipulated in Section
197 of the Companies Act, 2013. The specific amount of bonus/ a. He shall immediately cease to hold offices held by him in
performance linked incentive, LTIP and/or Commission will be based any holding company, subsidiaries or associate companies
on performance as evaluated by the Board or a Committee thereof, without claim for compensation for loss of office by virtue of
duly authorised in this behalf. Section 167(1)(h) of the Act and shall resign as trustee of any
trusts connected with the Company.
B. Minimum Remuneration:
b. He shall not, without the consent of the Board and/or the
Notwithstanding anything to the contrary herein contained where CEO & Managing Director of Tata Steel Limited, at any time
in any financial year during the currency of the tenure of Mr. Koushik thereafter represent himself as connected with the Company
Chatterjee, the Company has no profits or its profits are inadequate, or any of its subsidiaries and associated companies.
the Company will pay him remuneration by way of salary, benefits
vii. All Personnel Policies of the Company and the related rules
and perquisites and allowances, bonus/performance linked
which are applicable to other employees of the Company shall
incentive, Long Term Incentive Plan as approved by the Board.
also be applicable to the ED & CFO unless specifically provided
otherwise.
(4) Other Terms of Appointment:
viii. If and when the Agreement expires or is terminated for any
i. The ED & CFO, so long as he functions as such, undertakes not to
reason whatsoever, Mr. Chatterjee will cease to be the ED & CFO
become interested or otherwise concerned, directly or through
and also cease to be a Director of the Company. If at any time,
his spouse and/or children, in any selling agency of the Company.
the ED & CFO ceases to be a Director of the Company for any
ii. The terms and conditions of the re-appointment of the ED & CFO reason whatsoever, he shall cease to be the ED & CFO and the
and/or this Agreement may be altered and varied from time to Agreement shall forthwith terminate. If at any time, the ED & CFO
time by the Board as it may, in its discretion deem fit, irrespective ceases to be in the employment of the Company for any reason
of the limits stipulated under Schedule V to the Act or any whatsoever, he shall cease to be a Director and ED & CFO of the
amendments made hereafter in this regard in such manner as Company.
395
Notice
The Members of the Company through the resolution passed by The Board recommends the resolution set forth in Item No. 8 for the
Postal Ballot on August 1, 2014 had approved the borrowing limits approval of the Members.
pursuant to the provisions of the Section 180(1)(c) of the Act of
₹70,000 crore or the aggregate of the paid-up capital and free
reserves of the Company, whichever is higher. As on March 31, 2018, By Order of the Board of Directors
the net worth of the Company is ₹63,790 crore and the total debt
of the Company is ₹28,126 crore including outstanding NCDs of sd/-
₹10,346 crore. PARVATHEESAM K.
Mumbai Company Secretary
Accordingly, the Company is seeking approval from its Members May 16, 2018 ACS: 15921
under Sections 23, 42, 71 and other applicable provisions, if any,
of the Act, read together with the PAS Rules and Companies Registered Office:
(Share Capital and Debentures) Rules, 2014, as amended, to issue Bombay House, 24, Homi Mody Street,
securities, as set out in the Special Resolution at Item No. 8 of the Fort, Mumbai - 400 001
Notice, not exceeding ₹12,000 crore through issuance of NCDs in the Tel: +91 22 6665 8282 Fax: +91 22 6665 7724
international and/or domestic capital markets, within a period of one CIN: L27100MH1907PLC000260
year from the date of the 111th Annual General Meeting. Website: www.tatasteel.com
None of the Directors and Key Managerial Personnel of the Company E-mail: cosec@tatasteel.com
or their respective relatives is concerned or interested in the
Resolution mentioned at Item No. 8 of the Notice.
Details of the Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting
[Pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standard on General Meetings]
Profile of Mr. Natarajan Chandrasekaran Bhubaneswar, Odisha (2012) and the SRM University, Chennai, Tamil
Nadu (2010).
Mr. Natarajan Chandrasekaran (54)
was appointed as a Member of the
Particulars of experience, attributes or skills that qualify the
Board effective January 13, 2017 and
candidate for Board membership
as Chairman of the Board effective
February 7, 2017. Under the leadership of Mr. Chandrasekaran, TCS became one of the
largest private sector employer in India with the highest retention
Mr. Chandrasekaran is the Executive
rate in a globally competitive industry. Under Mr. Chandrasekaran’s
Chairman of Tata Sons Limited and
leadership, TCS was rated as the world’s most powerful brand in IT
the former Chief Executive Officer and
services in 2015 and was recognised as a Global Top Employer by
Managing Director of Tata Consultancy
the Top Employers Institute across 24 countries. A technopreneur
Services (‘TCS’), a leading global IT
known for his ability to make big bets on new technology,
solution and consulting firm, a position he had held since 2009.
Mr. Chandrasekaran shaped TCS’s strong positioning in the emerging
Mr. Chandrasekaran holds a Bachelor’s degree in Applied Science. He digital economy with a suite of innovative digital products and
also holds a Master’s degree in Computer Applications from Regional platforms for enterprises, some of which have since scaled into
Engineering College, Trichy, Tamil Nadu, India. sizeable new businesses.
He was also appointed as a director on the board of India’s Central Mr. Chandrasekaran having been the CEO of TCS brings with him
Bank, the Reserve Bank of India in 2016. He has served as the valuable experience in managing the issues faced by large and
chairperson of IT Industry Governors at the World Economic complex organisations. The Company and the Board will immensely
Forum, Davos, in 2015-16. He has been playing an active role in the benefit by leveraging his demonstrated leadership capability,
Indo-US and India-UK CEO Forums. He is also part of India’s business general business acumen and knowledge of complex financial and
taskforces for Australia, Brazil, Canada, China, Japan and Malaysia. operational issues faced by the Company.
He served as the chairman of Nasscom, the apex trade body for IT
Mr. Chandrasekaran also brings rich experience in various areas of
services firms in India in 2012-13 and continues to be a member of its
business, technology, operations, societal and governance matters.
governing executive council.
Mr. Chandrasekaran has received several awards and recognition in Board Meeting Attendance and Remuneration
the business community. He was honoured with the ’Business Leader
During the year, Mr. Natarajan Chandrasekaran attended all seven
Award’ at the ET Awards for Corporate Excellence 2016. He was also
Board Meetings that were held. Details regarding the compensation
awarded Qimpro Platinum Standard Award 2015 (business) and
is provided in the Directors’ Report and in the Corporate Governance
Business Today’s Best CEO 2015 (IT and ITEs). He was voted the ‘Best
Report forming part of the Directors’ Report.
CEO’ for the fifth consecutive year by the Institutional Investor’s 2015
Annual All-Asia Executive Team rankings. During 2014, he was voted
Bodies Corporate (other than Tata Steel Limited) in which
as one of CNBC TV 18 Indian Business Icons. He was also awarded
Mr. Natarajan Chandrasekaran holds Directorships and
CNN-IBN Indian of the Year 2014 in the business category.
Committee Membership
Mr. Chandrasekaran was presented with the ’Best CEO for 2014’
award by Business Today for the second consecutive year. He has also Directorships
received the Medal of the City of Amsterdam - Frans Banninck Coqc
Tata Sons Limited
- in recognition of his endeavour to promote trade and economic
Tata Consultancy Services Limited
relations between Amsterdam and India.
Tata Motors Limited
Mr. Chandrasekaran was conferred with an honorary doctorate The Indian Hotels Company Limited
by JNTU, Hyderabad, India (2014). He has received an honorary The Tata Power Company Limited
doctorate from Nyenrode Business Universiteit, Netherland’s TCS Foundation (Section 8 company)
top private business school (2013). He has also been conferred Tata Global Beverages Limited
honorary degrees by many Indian universities such as the Gitam Jaguar Land Rover Automotive Plc
University, Visakhapatnam, Andhra Pradesh (2013); KIIT University, Reserve Bank of India
397
Notice
Directorships
Tata Sons Limited
Tata Capital Limited
Tata AIA Life Insurance Company Limited
Tata AIG General Insurance Company Limited
Tata Teleservices Limited
399
Notice
conferences in India and abroad and has been recognised as one Bodies Corporate (other than Tata Steel Limited) in which
of India’s best CFO by several organisations like CNBC, Asiamoney, Mr. Koushik Chatterjee holds Directorships and Committee
Chartered Institute of Management Accountants UK. Membership
Mr. Koushik Chatterjee is an Honours Graduate in Commerce from
Directorships
Calcutta University and a Fellow Member of the Institute of Chartered
Accountants of India. Tata Steel Europe Limited
Tata Metaliks Limited
Particulars of experience, attributes or skills that qualify the The Tinplate Company of India Ltd
candidate for Board membership: Tata Steel Special Economic Zone Limited
Tata Steel Foundation (Section 8 Company)
Mr. Koushik Chatterjee has valuable experience in managing the
Dimna Steel Limited
issues faced by large and complex corporations as a result of his
Bistupur Steel Limited
services at Tata Sons and Tata Steel.
TS Global Holdings Pte. Ltd.
Mr. Chatterjee brings to the Board extensive experience in the areas TS Global Minerals Holdings Pte. Ltd.
of controllership, financial stewardship, business responsibility TS Global Procurement Co. Pte. Ltd.
(including re-structuring and turnaround of large organisations), World Steel Association
business development (mergers, acquisitions and divestments),
Member of Board Committees
strategy and execution of large and complex financing, strategic
communication, risk management, crisis leadership, public affairs,
Tata Metaliks Limited
legal, compliance and governance.
Nomination and Remuneration Committee
Mr. Chatterjee’s experience demonstrates his leadership capability,
general business acumen and knowledge of complex financial and The Tinplate Company of India Ltd.
operational issues that large corporations face. Nomination and Remuneration Committee
By virtue of his background and experience Mr. Chatterjee has an
Tata Steel Special Economic Zone Limited
extraordinarily broad and deep knowledge of the steel and mining
Nomination and Remuneration Committee
industry. His experiences will enable him to provide the Board with
valuable insights on a broad range of business, social and governance
Tata Steel Europe Limited
issues that are relevant to the Company.
Audit Committee
His re-appointment will strengthen the Board’s knowledge, Executive Committee
capability, experience and execution of the Company’s strategy Board Pension Committee
Board Meeting Attendance and Remuneration Disclosure of Relationship inter-se between Directors, Manager
and other Key Managerial Personnel
During the year, Mr. Chatterjee attended all seven Board Meetings
held. Mr. Chatterjee, being an Executive Director, was not paid any There is no inter-se relationship between Mr. Koushik Chatterjee,
sitting fees for attending the meetings of the Board/Committees. other Members of the Board and Key Managerial Personnel of the
Details regarding the compensation is provided in the Directors’ Company.
Report and in the Corporate Governance Report forming part of the
Directors’ Report. Shareholding in the Company
Mr. Koushik Chatterjee holds 1,531 fully paid Ordinary Shares and
105 partly paid Ordinary Shares of the Company.
IFSC:
(11 digit)
MICR:
(9 digit)
Bank A/c Type:
Bank A/c No.: *
Place:
Date:
_________________________
Signature of Sole/First holder
Note:
Shareholders holding shares in physical mode and having Folio No(s) should provide the above information to our RTA,
TSR Darashaw Limited. Shareholders holding Demat shares are required to update their details with the Depositary Participant.
INTEGRATED REPORT & ANNUAL ACCOUNTS 2015-16 | 109TH YEAR
Tata Steel Limited
Registered Office: Bombay House, 24, Homi Mody Street, Fort, Mumbai - 400 001.
Tel.: +91 22 6665 8282 • Fax: +91 22 6665 7724 • Corporate Identity No.: (CIN) – L27100MH1907PLC000260
Website: www.tatasteel.com • Email: cosec@tatasteel.com
Attendance Slip
(To be presented at the entrance)
111TH ANNUAL GENERAL MEETING ON FRIDAY, JULY 20, 2018, AT 3.00 P.M. (IST)
at Birla Matushri Sabhagar,19, Sir Vithaldas Thackersey Marg, Mumbai - 400 020.
Proxy Form
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014, as amended)
Name of the Member(s) :
Registered address :
E-mail Id :
Folio No./Client ID No. DP ID No.
I/We, being the Member(s) holding Equity Shares of Tata Steel Limited, hereby appoint
1. Name: E-mail Id:
Address:
Signature: or failing him
2. Name: E-mail Id:
Address:
Signature: or failing him
3. Name: E-mail Id:
Address:
Signature:
as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 111th Annual General Meeting of the Company to be held
on Friday, July 20, 2018, at 3.00 p.m. IST at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai-400 020 and at any adjournment
thereof in respect of such Resolutions as are indicated below:
** I wish my above Proxy to vote in the manner as indicated in the box below:
Resolution
Resolution For Against
No.
Ordinary Business
Consider and adopt the Audited Standalone Financial Statements for the
1 Financial Year ended March 31, 2018 and the Reports of the Board of Directors
and Auditors thereon
Resolution
Resolution For Against
No.
Ordinary Business
Consider and adopt the Audited Consolidated Financial Statements for the
2
Financial Year ended March 31, 2018 and the Report of the Auditors thereon
Declaration of Dividend on fully paid and partly paid Ordinary Shares for
3
Financial Year 2017-18
Appointment of Director in place of Mr. N. Chandrasekaran (DIN: 00121863),
4
who retires by rotation and being eligible, seeks re-appointment
Special Business
5 Appointment of Mr. Saurabh Agrawal (DIN: 02144558) as a Director
Re-Appointment of Mr. Koushik Chatterjee (DIN: 00004989) as Whole Time
6 Director designated as Executive Director and Chief Financial Officer and
payment of remuneration
Ratification of remuneration of Messrs Shome & Banerjee, Cost Auditors of the
7
Company
Issue of Non-Convertible Debentures on private placement basis not exceeding
8
`12,000 crore
Affix
Signed this day of 2018 Revenue
Stamp
NOTES:
1. This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company at Bombay
House, 24, Homi Mody Street, Fort, Mumbai-400 001 not less than 48 hours before the commencement of the Meeting.
** 2. This is only optional. Please put a ‘√’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or
‘Against’ column blank against any or all the Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
3. Appointing Proxy does not prevent a Member from attending in person if he so wishes.
4. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.