AGM-Notice-2019.Pdf
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The Tata Power Company Limited NOTICE NOTICE IS HEREBY GIVEN THAT THE HUNDREDTH ANNUAL the Company, not liable to retire by rotation, for a term of GENERAL MEETING OF THE TATA POWER COMPANY LIMITED five years commencing from 2nd May 2019 upto 1st May will be held on Tuesday, the 18th day of June 2019 at 3 p.m. 2024, be and is hereby approved.” at Birla Matushri Sabhagar, Sir Vithaldas Thackersey Marg, 19, 6. Appointment of Branch Auditors New Marine Lines, Mumbai 400 020, to transact the following To consider and, if thought fit, to pass the following business:- resolution as an Ordinary Resolution:- Ordinary Business: “RESOLVED that pursuant to the provisions of Section 1. To receive, consider and adopt the Audited Financial 143(8) and other applicable provisions, if any, of the Statements of the Company for the financial year ended Companies Act, 2013 (the Act) (including any statutory 31st March 2019, together with the Reports of the Board modification or re-enactment thereof for the time being in of Directors and the Auditors thereon. force) and the Companies (Audit and Auditors) Rules, 2014, 2. To receive, consider and adopt the Audited Consolidated as amended from time to time, the Board of Directors Financial Statements of the Company for the financial year (which term shall be deemed to include any Committee ended 31st March 2019, together with the Report of the of the Board constituted to exercise its powers, including Auditors thereon. the powers conferred by this Resolution) be and is hereby 3. To declare a dividend on Equity Shares for the financial authorised to appoint as Branch Auditor(s) of any Branch year ended 31st March 2019. Office of the Company, whether existing or which may be opened/acquired hereafter, outside India, in consultation 4. To appoint a Director in place of Mr. Banmali Agrawala with the Company’s Auditors, any persons, qualified to act (DIN: 00120029), who retires by rotation and, being as Branch Auditors within the provisions of Section 143(8) eligible, offers himself for re-appointment. of the Act and to fix their remuneration. Special Business: RESOLVED FURTHER that the Board of Directors of the 5. Appointment of Mr. Ashok Sinha as a Director and as Company be and is hereby authorised to do all acts, an Independent Director matters, deeds and things and take all such steps as may To consider and, if thought fit, to pass the following be necessary, proper or expedient to give effect to this resolution as an Ordinary Resolution:- Resolution.” “RESOLVED that Mr. Ashok Sinha (DIN: 00070477), who 7. Ratification of Cost Auditor’s Remuneration was appointed by the Board of Directors as an Additional To consider and, if thought fit, to pass the following Director of the Company with effect from 2nd May 2019 resolution as an Ordinary Resolution:- and who holds office upto the date of this Annual General “RESOLVED that pursuant to the provisions of Section Meeting of the Company in terms of Section 161(1) of 148(3) and other applicable provisions, if any, of the the Companies Act, 2013 (the Act) and Article 132 of the Companies Act, 2013 (including any statutory modification Articles of Association of the Company but who is eligible or re-enactment thereof for the time being in force) for appointment and in respect of whom the Company has and the Companies (Audit and Auditors) Rules, 2014, as received a notice in writing from a Member under Section amended from time to time, the Company hereby ratifies 160(1) of the Act proposing his candidature for the office the remuneration of ₹ 6,50,000 (Rupees Six lakh fifty of Director, be and is hereby appointed as a Director of the thousand) plus applicable taxes, travel and actual out-of- Company. pocket expenses incurred in connection with the audit, RESOLVED FURTHER that pursuant to the provisions payable to M/s. Sanjay Gupta and Associates, who are of Sections 149, 152 and other applicable provisions, appointed as Cost Auditors to conduct the audit of cost if any, of the Act (including any statutory modification records maintained by the Company for the financial year or re-enactment thereof for the time being in force), 2019-20. the Companies (Appointment and Qualifications of RESOLVED FURTHER that the Board of Directors of the Directors) Rules, 2014, read with Schedule IV to the Act Company be and is hereby authorised to do all acts, and Regulation 17 and other applicable regulations matters, deeds and things and take all such steps as may of the Securities and Exchange Board of India (Listing be necessary, proper or expedient to give effect to this Obligations and Disclosure Requirements) Regulations, Resolution.” 2015 (Listing Regulations), as amended from time to time, the appointment of Mr. Ashok Sinha (DIN: 00070477), who NOTES: meets the criteria for independence as provided in Section 1. The relative Explanatory Statement pursuant to Section 149(6) of the Act and the Rules framed thereunder and 102 of the Companies Act, 2013 (the Act), in regard to Regulation 16(1)(b) of the Listing Regulations and who the business as set out in Item Nos.5 to 7 above and the has submitted a declaration to that effect, and who is relevant details of the Directors seeking re-appointment/ eligible for appointment, as an Independent Director of appointment as set out in Item Nos.4 and 5 above as 2 I Notice 100th Annual Report 2018-19 required by Regulations 26(4) and 36(3) of the Securities Darashaw Limited (TSRD) for shares held in physical form and Exchange Board of India (Listing Obligations and and to their respective Depository Participant (DP) for Disclosure Requirements) Regulations, 2015 (Listing shares held in electronic form. Regulations) and as required under Secretarial Standard - 7. Members holding shares in electronic form may please 2 on General Meetings issued by The Institute of Company note that their bank details as furnished by the respective Secretaries of India, are annexed hereto. Depositories to the Company will be considered for NOTICE 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED remittance of dividend as per the applicable regulations of TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD the Depositories and the Company will not entertain any OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. direct request from such Members for change/deletion Proxies, in order to be effective, must be received at the in such bank details. Further, instructions, if any, already Company’s Registered Office not less than 48 hours before given by them in respect of shares held in physical form, the meeting. Proxies submitted on behalf of companies, will not be automatically applicable to the dividend paid societies, partnership firms etc. must be supported by on shares held in electronic form. Members may, therefore, appropriate resolution/authority, as applicable, issued on give instructions regarding bank accounts in which they behalf of the nominating organisation. wish to receive dividend to their DP. Members are requested to note that a person can act as a 8. Members are requested to note that dividends, if not REPORT BOARD’S proxy on behalf of Members not exceeding 50 and holding encashed for a consecutive period of 7 years from the date in the aggregate not more than 10% of the total share of transfer to Unpaid Dividend Account of the Company, capital of the Company carrying voting rights. In case a are liable to be transferred to the Investor Education and proxy is proposed to be appointed by a Member holding Protection Fund (IEPF). Further, the shares in respect of more than 10% of the total share capital of the Company such unclaimed dividends are also liable to be transferred carrying voting rights, then such proxy shall not act as a to the demat account of the IEPF Authority. In view of this, MD & A proxy for any other person or Member. Members/Claimants are requested to claim their dividends 3. Corporate Members intending to send their authorised from the Company, within the stipulated timeline. The representatives to attend the Annual General Meeting Members, whose unclaimed dividends/shares have (AGM) are requested to send a certified copy of the Board been transferred to IEPF, may claim the same by making Resolution authorising their representative to attend and an application to the IEPF Authority in Form No. IEPF-5 vote on their behalf at the AGM. available on www.iepf.gov.in. The Members/Claimants Members/Proxies and authorised representatives are can file only one consolidated claim in a financial year as per the IEPF Rules. For details, please refer to Report requested to bring the duly completed Attendance Slip REPORT CG enclosed herewith to attend the AGM. on Corporate Governance which is a part of this Annual 4. In case of joint holders attending the AGM, only such joint Report. holder who is higher in the order of names will be entitled 9. Members holding shares in physical form and who have to vote. not registered their e-mail IDs, are requested to register 5. The Register of Members and the Transfer Books of the same with TSRD. the Company will remain closed from Friday, 7th June 10. The Notice of the AGM alongwith the Annual Report BRR 2019 to Tuesday, 18th June 2019, both days inclusive. If 2018-19 is being sent by electronic mode to those the dividend, as recommended by the Board of Directors, Members whose e-mail addresses are registered with the is approved at the AGM, payment of such dividend will be Company/Depositories, unless any Member has requested made on or after Thursday, 20th June 2019, as under: for a physical copy of the same.