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Board of Directors Auditors SNB Associates Mr Tata Annual Report 2013-14_Cover.indd 1 6/18/2014 5:29:48 PM B.Tech (Chemical) FCS, CWA COMPANY INFORMATION Board of Directors Auditors SNB Associates Mr. R.K. Krishna Kumar (Chairman till 18.07.2013) Bankers Mr. Harish Bhat (Chairman w.e.f. 26.07.2013) Corporation Bank Indian Overseas Bank Mr. U.M. Rao (till 02.07.2013) Standard Chartered Bank Prof. A. Monappa Hongkong and Shanghai Banking Corporation Limited ICICI Bank Limited Mr. S. Sanathanakrishnan HDFC Bank Limited Mr. Venu Srinivasan RABOBANK International CITI Bank Mr. D.R. Kaarthikeyan (w.e.f 02.07.2013) Mr. Hameed Huq (Managing Director) Mr. M. Deepak Kumar (Executive Director – Finance) Mr. T. Radhakrishnan (Executive Director – ICD Operations) (w.e.f. 26.07.2013) Board Committees Registered Office Audit Committee Pollibetta – 571 215 Mr. S. Santhanakrishnan – Chairman Kodagu, Karnataka State Mr. D.R.Kaarthikeyan Prof. A.Monappa Corporate Office Stakeholders Relationship Committee No. 57, Railway Parallel Road Mr. S. Santhanakrishnan -– Chairman Kumara Park (W), Bangalore – 560 020 Mr. Harish Bhat Tel: (080) 2356 0695 Fax: (080) 233 41843 Mr. Hameed Huq E-mail : [email protected] Website : www.tatacoffee.com Nomination and Remuneration Committee. Mr. S.Santhanakrishnan – Chairman. Registrars Mr. Harish Bhat. TSR Darashaw Private Limited. Prof.A.Monappa. 6-10, Haji Mosa Patrawala Ind.Estate, Mr. Venu Srinivasan. 20, Dr. E. Moses Road, Mahalaxmi, Mumbai – 400 011 Tel: 022-6656 8484 Fax: 022-6656 8494 Corporate Social Responsibility Committee: E-mail : [email protected] Mr. S. Santhanakrishnan. Website : www.tsrdarshaw.com Mr. D. R. Kaarthikeyan Mr. Hameed Huq. 19 COFFEE Seventy-first Annual Report 2013-2014 TATA COFFEE LIMITED CIN No. L01131KA1943PLC000833 Pollibetta – 571 215 Kodagu, Karnataka State ANNUAL GENERAL MEETING NOTICE NOTICE is hereby given that the 71st Annual General Meeting of M/s. TATA Coffee Limited will be held at the Registered Office of the Company at Pollibetta, Kodagu, on Monday the 21st July, 2014 at 10.00 AM to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the financial statements of the Company for the year ended 31st March 2014 including Audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon. 2. To declare a Dividend on Equity Shares. 3. To appoint a Director in place of Mr. Harish Bhat (holding DIN: 00478198) who retires by rotation and being eligible offers himself for re-appointment. 4. Appointment of Auditors To consider and if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 224 of the Companies Act, 1956, M/s. SNB Associates, Chartered Accountants Chennai (ICAI Registration No. - 015682N), the retiring Auditors of the Company, be and are hereby re-appointed as Auditor of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting on a remuneration to be fixed by the Board of Directors, to audit the accounts of the Company for the financial year 2014-15. SPECIAL BUSINESS 5. Appointment of Mr. S. Santhanakrishnan as an Independent Director. To consider and if thought fit to pass with or without modification(s), the following Resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, Mr. S. Santhanakrishanan, (holding DIN: 00032049) a non-executive director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, to hold office for five consecutive years for a term from, 21st July, 2014 to 20th July, 2019.” 6. Appointment of Mr. D.R. Kaarthikeyan as an Independent Director. To consider and if thought fit to pass with or without modification(s), the following Resolution as Ordinary Resolution: “RESOLVED THAT Mr. D.R. Kaarthikeyan, (holding DIN: 00327907), who was appointed as an Additional Director of the Company by the Board of Directors w.e.f 2nd July, 2013, in terms of Section 260 of the Companies Act, 1956 (corresponding to Section 161(1) of the Companies Act, 2013) and Article 101 of the Articles of Association of the Company, and whose term of office expires at the Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature to the Office of Director be and is hereby appointed as a non-executive Director of the Company.” “FURTHER RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, as amended from time to time, Mr. D.R. Kaarthikeyan, (holding DIN: 00327907), who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from 21st July, 2014 to 1st October, 2014.” 7. Appointment of Mr. Venu Srinivasan as an Independent Director. To consider and if thought fit to pass with or without modification(s), the following Resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed there under (including any statutory modification(s) or re- enactment thereof for the time being in force) read with Schedule IV to the Act, as amended from time to time, Mr. Venu Srinivasan, (holding DIN: 00051523) a non-executive director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, to hold office for five consecutive years for a term, from 21st July, 2014 to 20th July, 2019”. 8. Appointment of Prof. Arun Monappa as an Independent Director. To consider and if thought fit to pass with or without modification(s), the following Resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed there under (including any statutory modification(s) or re- enactment thereof for the time being in force) read with Schedule IV to the Act, as amended from time to time, Prof. Arun Monappa, (holding DIN: 00050840) a non-executive director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from 21st July, 2014 to 9th March, 2017.” 20 9. Appointment of Mr. T. Radhakrishnan as a Director. To consider and if thought fit to pass with or without modification(s), the following Resolution as Ordinary Resolution: “RESOLVED THAT Mr. T. Radhakrishnan, (holding DIN: 03527405) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 26th July, 2013 in terms of Section 260 of the Companies Act, 1956 (corresponding to Section 161(1) of the Companies Act, 2013 and Article 101 of the Articles of Association of the Company, and whose term of office expires at the Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature to the Office of Director, be and is hereby appointed as a Director of the Company.” 10. Appointment of Mr. T. Radhakrishnan as an Executive Director- ICD Operations. To consider and if thought fit to pass with or without modification(s), the following Resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V of the Companies Act, 2013, the consent of the Company be and is hereby accorded to the appointment of Mr. T. Radhakrishnan (holding DIN: 03527405) as an Executive Director – ICD Operations, for a period of three years effective from 26th July, 2013 upon the terms and conditions, including the remuneration to be paid in the event of inadequacy of profit in any financial years, as set out in the Explanatory Statement Annexed to the notice convening this meeting, with liberty Directors of the Company to alter and vary the terms and conditions of the said appointment in such a manner as may be agreed to between the Board of Directors and Mr. T. Radhakrishnan. “RESOLVED FURTHER THAT the Board of Directors or a Committee thereof of the Company, be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.” 11.
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