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THE TATA POWER COMPANY LIMITED Corporate Identity No

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THE TATA POWER COMPANY LIMITED Corporate Identity No THE TATA POWER COMPANY LIMITED Corporate Identity No. (CIN): L28920MH1919PLC000567 Registered Office: Bombay House, 24, Homi Mody Street, Mumbai 400 001 Tel: 91 22 6665 8282; Fax: 91 22 6665 8801 E-mail: [email protected]; Website: www.tatapower.com MEETING OF THE EQUITY SHAREHOLDERS OF THE TATA POWER COMPANY LIMITED CONVENED BY THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH NOTICE TO EQUITY SHAREHOLDERS Day Wednesday Date December 12, 2018 Time 11:00 a.m. IST Venue Walchand Hirachand Hall, IMC Chamber of Commerce and Industry, IMC Building, IMC Marg, Churchgate, Mumbai 400 020. POSTAL BALLOT AND REMOTE E-VOTING Commencing on Monday, November 12, 2018 at 9:00 a.m. IST Ending on Tuesday, December 11, 2018 at 5:00 p.m. IST Sl. No. Contents Page No. 1. Notice of meeting of the Equity Shareholders of The Tata Power Company Limited convened as per 1 - 3 the directions of the National Company Law Tribunal, Mumbai Bench 2. Explanatory Statement under Section 230(3) read with Section 102 and other applicable provisions 4 - 11 of the Companies Act, 2013 3. Scheme of Arrangement amongst The Tata Power Company Limited, Tata Advanced Systems Limited 12 - 41 and their respective shareholders and creditors - Annexure A 4. Valuation reports dated February 12, 2018 prepared by Price Waterhouse & Co. LLP and Bansi S. 42 - 49 Mehta & Co., both independent chartered accountants, setting out the valuation of the Strategic 50 - 60 Engineering Division (SED) of the Company being transferred to the Transferee Company - Annexures B1 and B2 5. Fairness Opinion dated February 12, 2018 of Kotak Mahindra Capital Company Limited stating that 61 - 63 the consideration at which the Scheme envisages the transfer of the SED of the Company to the Transferee Company, is fair to the Company - Annexure C 6. Observation letter dated July 20, 2018 issued by BSE Limited (‘BSE’) - Annexure D 64 - 65 7. Observation letter dated July 20, 2018 issued by National Stock Exchange of India Limited (‘NSE’) - 66 - 67 Annexure E 8. Complaint report dated June 19, 2018 filed with BSE - Annexure F 68 - 69 9. Complaint reports dated June 19, 2018 and July 03, 2018 filed with NSE - Annexures G1 and G2 70 - 71, 72 - 73 10. Financial Statements of the Transferor Company as on June 30, 2018 - Annexure H 74 - 76 11. Financial Statements of the Transferee Company as on June 30, 2018 - Annexure I 77 - 80 12. Report adopted by the Board of Directors of the Company as required under Section 232(2)(c) of the 81 - 83 Companies Act, 2013 - Annexure J 13. Information pertaining to the Transferee Company in the format specified for abridged prospectus 84 - 95 as provided in Part D of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR Regulations”) - Annexure K Attendance Slip Form of Proxy Loose leaf insertions Postal Ballot Form with instructions and Business Reply Envelope 1 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, To consider and if thought fit to pass, with or without modification(s), and with requisite majority, the following resolution under Sections 230 to 232 of the BENCH, AT MUMBAI Companies Act, 2013 read with the Companies (Compromises, Arrangements COMPANY SCHEME APPLICATION NO.785 OF 2018 and Amalgamations) Rules, 2016 (including any statutory modification(s) or In the matter of the Companies Act, 2013; re-enactment thereof for the time being in force): And “RESOLVED THAT pursuant to the provisions of Section 230 read with Section 232 of In the matter of application under Sections 230 the Companies Act, 2013 read with the Companies (Compromises, Arrangements - 232 of the Companies Act, 2013 read with and Amalgamations) Rules, 2016 (including any statutory modification(s) or the Companies (Compromises, Arrangements re-enactment thereof for the time being in force), and other applicable provisions and Amalgamations) Rules, 2016; of the Companies Act, 2013 and the provisions of the Memorandum and Articles And of Association of the Company and subject to the approval of the Mumbai/ Hyderabad Bench of the National Company Law Tribunal, and subject to such In the matter of Scheme of Arrangement other approvals, permissions and sanctions of regulatory and other authorities, between The Tata Power Company Limited as may be necessary and subject to such conditions and modifications as may (‘Transferor Company’ or ‘Applicant be prescribed or imposed by the Mumbai/Hyderabad Bench of the National Company’ or ‘Company’) and Tata Advanced Company Law Tribunal or by any regulatory or other authorities, while granting Systems Limited (‘Transferee Company’) and such consents, approvals and permissions, which may be agreed to by the Board their respective shareholders and creditors. of Directors of the Company (hereinafter referred to as the ‘Board’, which term The Tata Power Company Limited ) shall be deemed to mean and include one or more Committee(s) constituted/to be (CIN: L28920MH1919PLC000567), ) constituted by the Board or any other person authorized by it to exercise its powers a company incorporated under the ) including the powers conferred by this Resolution), the arrangement embodied in provisions of the Indian Companies Act, ) the proposed Scheme of Arrangement between The Tata Power Company Limited VII of 1913 and having its registered office ) (‘Transferor Company’ or ‘Applicant Company’ or ‘Company’) and Tata Advanced at Bombay House, 24, Homi Mody Street, ) Mumbai 400 001. ) …Applicant Company Systems Limited (‘Transferee Company’) and their respective shareholders and creditors (‘Scheme’) placed before this Meeting and initialed by the Chairman of NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF the Meeting for the purpose of identification, be and is hereby approved. THE TATA POWER COMPANY LIMITED, THE APPLICANT COMPANY RESOLVED FURTHER THAT the Board be and is hereby authorized to do all To, such acts, deeds, matters and things, as it may, in its absolute discretion deem The Equity Shareholders of The Tata Power Company Limited requisite, desirable, appropriate or necessary to give effect to this resolution and TAKE NOTICE that by an Order made on October 10, 2018, in the above mentioned effectively implement the arrangement embodied in the Scheme and to accept Company Scheme Application (the ‘Order’), the Hon’ble National Company Law such modifications, amendments, limitations and/or conditions, if any, which may Tribunal, Mumbai Bench (‘Hon’ble Tribunal’ or ‘NCLT’) has directed inter alia be required and/or imposed by the National Company Law Tribunal, Mumbai/ that a Meeting of the Equity Shareholders of the Company, be convened and Hyderabad Bench while sanctioning the arrangement embodied in the Scheme or held at Walchand Hirachand Hall, IMC Chamber of Commerce and Industry, IMC by any authorities under law, or as may be required for the purpose of resolving Building, IMC Marg, Churchgate, Mumbai 400 020 on Wednesday, December 12, any doubts or difficulties that may arise in giving effect to the Scheme, as the 2018 at 11:00 a.m. IST to consider, and, if thought fit, to approve with or without Board may deem fit and proper.” modification(s), the proposed Scheme of Arrangement between The Tata Power Company Limited (‘Transferor Company’ or ‘Applicant Company’ or ‘Company’) and Tata Advanced Systems Limited (‘Transferee Company’) and their respective Sd/- shareholders and creditors (‘Scheme’). Praveer Sinha DIN: 01785164 TAKE FURTHER NOTICE that in pursuance of the Order and as directed therein, Chairman appointed for the Meeting a Meeting of the Equity Shareholders of the Company, will be held at Walchand Hirachand Hall, IMC Chamber of Commerce and Industry, IMC Building, IMC Marg, Dated this the 24th day of October, 2018 Churchgate, Mumbai 400 020 on Wednesday, December 12, 2018 at 11:00 a.m. IST Place: Mumbai (the ‘Meeting’), at which place, day, date and time you are requested to attend. Registered Office: Bombay House, TAKE FURTHER NOTICE that you may attend and vote at the Meeting in person or 24, Homi Mody Street, by proxy, provided that a proxy in the prescribed form, duly signed by you or your Mumbai 400 001. authorised representative, is deposited at the registered office of the Company CIN: L28920MH1919PLC000567 at Bombay House, 24, Homi Mody Street, Mumbai 400 001, not later than E-mail: [email protected] 48 hours before the scheduled time of the Meeting. Website: www.tatapower.com TAKE FURTHER NOTICE that a copy of the Scheme, the Explanatory Statement under Section 230(3) read with Section 102 of the Companies Act, 2013, Form of Notes:- Proxy, Attendance Slip, Postal Ballot Form and other annexures as stated in the 1. All alterations made in the Form of Proxy should be initialled. The Form Index are enclosed herewith. Copies of the Scheme and Explanatory Statement of Proxy can be obtained free of charge at the registered office of the under Section 230 of the Companies Act, 2013 can be obtained free of charge at Company at Bombay House, 24, Homi Mody Street, Mumbai 400 001. the registered office of the Company at Bombay House, 24, Homi Mody Street, Mumbai 400 001. 2. Only registered Equity Shareholders of the Company may attend and vote [either in person or by proxy or by Authorised Representative under The Hon’ble Tribunal has appointed Mr. Praveer Sinha, CEO & Managing Director Sections 112 and 113 of the Companies Act, 2013 (the ‘Act’)] at the Equity of the Company or failing him, Mr. Ashok S. Sethi, COO & Executive Director of the Shareholders’ Meeting or through electronic means. The Authorised Company to be the Chairman of the Meeting. Representative of a body corporate which is a registered Equity Shareholder of the Company may attend and vote at the Equity Shareholders’ Meeting The Scheme, if approved by the Equity Shareholders, will be subject to the provided a certified true copy of the resolution of the Board of Directors subsequent approval of the Hon’ble Tribunal.
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