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. For Members who have i) To all Beneficial Owners in respect of shares held not registered their e-mail addresses, physical copies are in electronic form as per the data as may be made being sent by the permitted mode. available by National Securities Depository Limited 11. To support the ‘Green Initiative’, Members who have not and Central Depository Services (India) Limited registered their e-mail addresses are requested to register (both collectively referred to as ‘Depositories’) as of the same with TSRD/Depositories. the close of business hours on Thursday, 6th June

12. Process and manner for Members opting for e-Voting are CONSOLIDATED 2019; as under:- ii) To all Members in respect of shares held in physical I. In compliance with the provisions of the Act, form after giving effect to transfers in respect of Rule 20 of the Companies (Management and valid transfer requests lodged with the Company on Administration) Rules, 2014 as amended by the or before the close of business hours on Thursday, Companies (Management and Administration) 6th June 2019. Amendment Rules, 2015 and Regulation 44 of the 6. Members are requested to notify immediately any change Listing Regulations, the Company is pleased to in their addresses and/or the Bank Mandate details to provide Members facility to exercise their right to STANDALONE the Company’s Registrars and Share Transfer Agents, TSR vote on resolutions proposed to be considered

Notice I 3 The Tata Power Company Limited

at the AGM by electronic means and the business login. Once you log-in to NSDL e-services after may be transacted through e-Voting services. The using your log-in credentials, click on e-Voting facility of casting the votes by the Members using and you can proceed to Step 2 i.e. Cast your vote an electronic voting system from a place other electronically. than the venue of the AGM (remote e-Voting) will D. Your User ID details are given below: be provided by National Securities Depository Limited (NSDL). Instructions for e-Voting are given Manner of holding Your User ID is: hereinbelow. Resolution(s) passed by Members shares i.e. Demat through e-Voting is/are deemed to have been (NSDL or CDSL) or passed as if it/they have been passed at the AGM. Physical i) For Members 8 Character DP ID followed by 8 II. Members are provided with the facility for voting who hold Digit Client ID through electronic voting system at the AGM and shares in For example if your DP ID Members attending the AGM, who have not already demat cast their vote by remote e-Voting, are eligible to is IN300*** and Client ID is account with 12****** then your user ID is exercise their right to vote at the AGM. NSDL. IN300***12****** III. Members who have cast their vote by remote ii) For Members 16 Digit Beneficiary ID e-Voting prior to the AGM are also eligible to attend who hold For example if your Beneficiary ID the AGM but shall not be entitled to cast their vote shares in is 12************** then your user again. In case a Member votes by both the modes demat ID is 12************** then the votes cast through remote e-voting shall account with prevail and the votes cast at the AGM shall be CDSL. considered invalid. iii) For Members EVEN Number followed by Folio IV. Members of the Company, holding shares either in holding Number registered with the physical form or in electronic form, as on the cut- shares in Company. off date of Tuesday, 11th June 2019, may cast their Physical For example if Folio Number is vote by remote e-Voting. The remote e-Voting Form. 001*** and EVEN is 101456 then period commences on Friday, 14th June 2019 at user ID is 101456001*** 9:00 a.m. (IST) and ends on Monday, 17th June 2019 E. Your password details are given below: at 5:00 p.m. (IST). The remote e-Voting module shall i) If you are already registered for be disabled by NSDL for voting thereafter. Once e-Voting, then you can use your the vote on a resolution is cast by the Member, existing password to login and cast the Member shall not be allowed to change it your vote. subsequently. ii) If you are using NSDL e-Voting system V. The instructions for Members for e-Voting are as for the first time, you will need to under: retrieve the ‘initial password’ which The way to vote electronically on NSDL e-Voting was communicated to you. Once you system consists of “Two Steps” which are mentioned retrieve your ‘initial password’, you below: need to enter the ‘initial password’ and the system will force you to change Step 1: Log-in to NSDL e-Voting system at your password. www.evoting.nsdl.com iii) How to retrieve your ‘initial password’? How to Log-in to NSDL e-Voting website? a) If your e-mail ID is registered in A. Visit the e-Voting website of NSDL. Open your demat account or with the web browser by typing the following: company, your ‘initial password’ www.evoting.nsdl.com either on a Personal is communicated to you on Computer or on a mobile. your e-mail ID. Trace the e-mail B. Once the home page of e-Voting system is sent to you from NSDL from launched, click on the icon ‘Login’ which is your mailbox. Open the e-mail available under ‘Shareholders’ section. and open the attachment i.e. a .pdf file. Open the .pdf file. C. A new screen will open. You will have to enter The password to open the .pdf your User ID, your Password and a Verification file is your 8 digit Client ID for Code as shown on the screen. NSDL account, last 8 digits of Alternatively, if you are registered for NSDL Client ID for CDSL account or e-services i.e. IDEAS, you can log-in at folio number for shares held eservices.nsdl.com with your existing IDEAS in physical form. The .pdf file

4 I Notice 100th Annual Report 2018-19

contains your ‘User ID’ and your G. You can also take the printout of the votes ‘initial password’. cast by you by clicking on the print option on b) If your e-mail ID is not the confirmation page. registered, your ‘initial password’ H. Once you confirm your vote on the resolution, is communicated to you on your you will not be allowed to modify your vote. postal address. General Guidelines for Members NOTICE F. If you are unable to retrieve or have not i) Institutional Members (i.e. other than received the ‘initial password’ or have individuals, HUF, NRI etc.) are required to forgotten your password: send scanned copy (PDF/JPG Format) of i) Click on ‘Forgot User Details/Password?’ the relevant Board Resolution/Authority (If you are holding shares in your demat letter etc. with attested specimen signature account with NSDL or CDSL) option of the duly authorised signatory(ies) who available on www.evoting.nsdl.com. are authorised to vote, to the Scrutinizer by ii) ‘Physical User Reset Password?’ (If you e-mail to [email protected] with a are holding shares in physical mode) copy marked to [email protected]. BOARD’S REPORT BOARD’S option available on www.evoting.nsdl. ii) It is strongly recommended not to share com. your password with any other person and iii) If you are still unable to get the take utmost care to keep your password password by aforesaid two options, confidential. Login to the e-Voting website you can send a request at evoting@ will be disabled upon five unsuccessful

nsdl.co.in mentioning your demat attempts to key in the correct password. In MD & A account number/folio number, your such an event, you will need to go through PAN, your name and your registered the ‘Forgot User Details/Password?’ or address. ‘Physical User Reset Password?’ option G. After entering your password, tick on Agree available on www.evoting.nsdl.com to reset to ‘Terms and Conditions’ by selecting on the the password. check box. iii) In case of any queries, you may refer the H. Now, you will have to click on ‘Login’ button. Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for I. After you click on the ‘Login’ button, Home Shareholders available at the download REPORT CG page of e-Voting will open. section of www.evoting.nsdl.com or call on Step 2: Cast your vote electronically on NSDL toll free no.: 1800-222-990 or send a request e-Voting system. at [email protected]. How to cast your vote electronically on NSDL iv) You can also update your mobile number e-Voting system? and e-mail id in the user profile details of the

A. After successful login at Step 1, you will be able folio which may be used for sending future BRR to see the Home page of e-Voting. Click on communication(s). e-Voting. Then, click on Active Voting Cycles. VI. The voting rights of Members shall be in proportion B. After clicking on Active Voting Cycles, you to their shares of the paid-up equity share capital will be able to see all the companies ‘EVEN’ of the Company as on the cut-off date of Tuesday, in which you are holding shares and whose 11th June 2019. voting cycle is in active status. VII. Any person, who acquires shares of the Company C. Select ‘EVEN’ of company for which you wish and becomes Member of the Company after dispatch of the Notice and holding shares as of the to cast your vote. cut-off date i.e. Tuesday, 11th June 2019, may obtain D. Now you are ready for e-Voting as the Voting the login ID and password by sending a request at page opens. [email protected] or the Company/TSRD. CONSOLIDATED E. Cast your vote by selecting appropriate VIII. A person whose name is recorded in the Register options i.e. assent or dissent, verify/modify of Members or in the Register of Beneficial Owners the number of shares for which you wish to maintained by the Depositories as on the cut-off cast your vote and click on ‘Submit’ and also date only shall be entitled to avail the facility of ‘Confirm’ when prompted. remote e-Voting, as well as voting at the meeting. F. Upon confirmation, the message ‘Vote cast IX. The Board of Directors has appointed Mr. P. N. Parikh successfully’ will be displayed. (FCS 327) or failing him, Mr. Mitesh Dhabliwala STANDALONE

Notice I 5 The Tata Power Company Limited

(FCS 8331) of M/s. Parikh and Associates, Company 16. Updation of Members details: Secretaries as Scrutinizer to scrutinize the voting at The format of the Register of Members prescribed by the the AGM and remote e-Voting process, in a fair and Ministry of Corporate Affairs under the Act, requires the transparent manner. Company/Registrars and Share Transfer Agents to record X. The Chairman shall, at the AGM, allow voting with additional details of Members, including their PAN details, the assistance of Scrutinizer, to all those Members/ e-mail address, bank details for payment of dividend etc. Proxies who are present at the AGM but have not A form for capturing additional details is available on the cast their votes by availing the remote e-Voting Company’s website under the section ‘Investor Relations’ facility. as also attached as part of this Report (page 11). Members XI. The Scrutinizer shall, after the conclusion of voting holding shares in physical form are requested to submit at the AGM, first count the votes cast at the meeting the filled in form to the Company or TSRD in physical mode and, thereafter, unblock the votes cast through or in electronic mode, as per instructions mentioned in remote e-Voting, in the presence of at least two the form. Members holding shares in electronic form are witnesses not in the employment of the Company requested to submit the details to their respective DP only and shall make, not later than two days from the and not to the Company or TSRD. conclusion of the AGM, a Consolidated Scrutinizer’s 17. SEBI had vide Notification Nos. SEBI/LAD-NRO/ Report of the total votes cast in favour or against, GN/2018/24 dated 8th June 2018 and SEBI/LAD-NRO/ if any, to the Chairman or a person authorised by GN/2018/49 dated 30th November 2018 read with BSE him in writing, who shall countersign the same and circular no. LIST/COMP/15/2018-19 dated 5th July 2018 declare the result of the voting forthwith. and NSE circular no. NSE/CML/2018/26 dated 9th July XII. The Results declared, alongwith the Scrutinizer’s 2018 directed that transfer of securities would be carried Report, shall be placed on the Company’s website out in dematerialised form only with effect from 1st April www.tatapower.com and on the website of NSDL, 2019, except in case of transmission or transposition of immediately after the declaration of the result by the securities. Accordingly, Members holding securities in Chairman or a person authorised by him in writing. physical form were separately communicated by TSRD The results shall also be immediately forwarded to vide letter dated 19th July 2018, and reminders dated 31st the Stock Exchanges where the Company’s Equity October 2018 and 29th November 2018 at their registered Shares are listed viz. BSE Limited and National Stock address. In view of the above and to avail the benefits of Exchange of India Limited. The Results shall also be dematerialisation, Members are requested to consider displayed on the Notice Board at the Registered dematerialising shares held by them in physical form. Office of the Company. However, the transfer deed(s) lodged prior to the 1st April 13. The Members are requested to note that the Company deadline and returned due to deficiency in the document, is pleased to provide a one way Webcast facility to view may be re-lodged for transfer even after the deadline of the live streaming of the proceedings of the AGM for the 1st April 2019 with the office of TSRD in Mumbai or at their convenience of those Members who are unable to attend Branch Offices or at the Registered Office of the Company. the AGM due to locational constraints. The Members 18. Members seeking any information with regard to the will be able to view the proceedings on NSDL’s e-Voting accounts, are requested to write to the Company at an website www.evoting.nsdl.com. early date, so as to enable the Management to keep the 14. Members who are unable to attend the Meeting in person information ready at the AGM. may use this facility by using the same login credentials as provided for remote e-Voting. Members on the day of the By Order of the Board of Directors, AGM will login through their user ID and password on to For The Tata Power Company Limited the e-Voting website. The link will be available in Member login where the EVEN of Company will be displayed. On clicking this link, the Member will be able to view the H. M. Mistry webcasting of the AGM proceedings. The Webcast facility Company Secretary will be available on 18th June 2019 from 3:00 p.m. onwards FCS No.: 3606 till the conclusion of the Meeting. Mumbai, 2nd May 2019 15. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect Registered Office: of the shares held by them. Members who have not yet Bombay House, registered their nomination are requested to register the 24, Homi Mody Street, same by submitting Form No. SH-13. The said form can be downloaded from the Company’s website www.tatapower. Mumbai 400 001. com (under ‘Investor Relations’ section). Members are CIN: L28920MH1919PLC000567 requested to submit the said details to their DP in case the Tel: 91 22 6665 8282 Fax: 91 22 6665 8801 shares are held by them in electronic form and to TSRD in E-mail: [email protected] case the shares are held by them in physical form. Website: www.tatapower.com

6 I Notice 100th Annual Report 2018-19

EXPLANATORY STATEMENT As required by Section 102 of the Companies Act, 2013 (the Act), for 15 years – first as Director (Finance) for 10 years from 1996 the following Explanatory Statement sets out all material facts and then as its Chairman and Managing Director for 5 years from relating to the business mentioned under Item Nos.5 to 7 of the August 2005. accompanying Notice dated 2nd May 2019: Since 2011, he has served on the Boards of Petronet LNG Limited, NOTICE Item No. 5: Based on the recommendation of the Nomination CMC Limited (erstwhile subsidiary of Tata Consultancy Services and Remuneration Committee, the Board of Directors appointed Limited), four subsidiaries of Vodafone India Limited, Tata Mr. Ashok Sinha (DIN: 00070477) as Additional Director of the Advanced Systems Limited, Tata Lockheed Martin Aerostructures Company and also as Independent Director, not being liable to Limited and Nova Integrated Systems Limited. Currently, he is an retire by rotation, for a term of 5 years i.e. from 2nd May 2019 independent director on the board of Cipla Limited, Axis Asset upto 1st May 2024, subject to approval of the Members. Management Company Limited, You Broadband India Limited and AirAsia (India) Limited. Pursuant to the provisions of Section 161(1) of the Act and Article 132 of the Articles of Association of the Company, Mr. Sinha Further details and current directorships of Mr. Sinha are provided

holds office only upto the date of this Annual General Meeting in the Annexure to this Notice. REPORT BOARD’S (AGM) and is eligible to be appointed as Director. The Company In compliance with the provisions of Section 149, read with has, in terms of Section 160(1) of the Act, received in writing a Schedule IV to the Act and Regulation 17 of the Listing Regulations, Notice from a Member, proposing his candidature for the office the appointment of Mr. Sinha as Independent Director is now of Director. being placed before the Members for their approval.

The Company has received declaration from Mr. Sinha to the MD & A The Board recommends the Resolution at Item No.5 of the effect that he meets the criteria of independence as provided in accompanying Notice for approval by the Members of the Section 149(6) of the Act, read with the Rules framed thereunder Company. and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Other than Mr. Sinha and his relatives, none of the Directors or Regulations, 2015 (Listing Regulations). In the opinion of the KMP of the Company or their respective relatives is concerned Board of Directors, Mr. Sinha is independent of management. or interested in the Resolution mentioned at Item No.5 of the accompanying Notice. The terms and conditions of his appointment shall be open for Mr. Sinha is not related to any Director or KMP of the Company. inspection by the Members of the Company, without payment REPORT CG of any fees, at the Registered Office of the Company at Bombay Item No.6: As Members are aware, the Company is undertaking House, 24, Homi Mody Street, Mumbai 400 001, between 10:00 several projects/contracts in India as well as outside India a.m. to 3:00 p.m. (IST) on all working days (except Saturdays, mainly for the erection, operation and maintenance of power Sundays and holidays), upto the date of the AGM and also at the generation, transmission and distribution facilities. To enable the venue during the AGM. Directors to appoint Branch Auditors for the purpose of auditing

A brief profile of Mr. Sinha is as under: the accounts of the Company’s Branch Offices outside India BRR (whether now existing or as may be established), the necessary Mr. Sinha has a B.Tech. degree in Electrical Engineering from the authorisation of the members is being obtained in accordance Indian Institute of Technology (IIT), Kanpur (1973) and PGDBM with the provisions of Section 143 of the Act, in terms of the from the Indian Institute of Management (IIM), Bangalore, with Resolution at Item No.6 of the accompanying Notice. specialisation in Finance (1977). He has been conferred the Distinguished Alumnus Award from both IIT, Kanpur and IIM, The Board recommends the Resolution at Item No.6 of the Bangalore. He has been conferred with the India Chief Financial accompanying Notice for approval by the Members of the Officer Award 2001 for Information and Knowledge Management Company. by the Economic Intelligence Unit India and American Express. None of the Directors or KMP of the Company or their respective He received award from Technology Media Group for Customer

relatives is concerned or interested in the Resolution at Item No.6 CONSOLIDATED Management. of the accompanying Notice. He has a wealth of experience, competencies and expertise from Item No.7: Pursuant to Section 148 of the Act, the Company is his leadership journey as the Chairman and Managing Director required to have the audit of its cost records conducted by a cost of Bharat Petroleum Corporation Limited (BPCL), which is present accountant in practice. On the recommendation of the Audit across the entire value chain with activities covering exploration Committee of Directors, the Board of Directors has approved the and production, refining and marketing oil and gas products. He re-appointment of M/s. Sanjay Gupta and Associates (SGA) as the spent 33 years in BPCL, where he served on the Board of BPCL Cost Auditors of the Company to conduct audit of cost records STANDALONE

Notice I 7 The Tata Power Company Limited maintained by the Company for the Financial Year 2019-20, at a By Order of the Board of Directors, remuneration of ₹ 6,50,000 (Rupees Six lakh fifty thousand) plus For The Tata Power Company Limited applicable taxes and actual out-of-pocket expenses. H. M. Mistry SGA have furnished a certificate regarding their eligibility for Company Secretary appointment as Cost Auditors of the Company. They have vast FCS No.: 3606 experience in the field of cost audit and have conducted the Mumbai, 2nd May 2019 audit of the cost records of the Company for previous years under Registered Office: the provisions of the Act. Bombay House, The Board recommends the Resolution at Item No.7 of the 24, Homi Mody Street, accompanying Notice for ratification of the Cost Auditors’ Mumbai 400 001. remuneration by the Members of the Company. CIN: L28920MH1919PLC000567 None of the Directors or KMP of the Company or their respective Tel: 91 22 6665 8282 Fax: 91 22 6665 8801 relatives is concerned or interested in the Resolution at Item E-mail: [email protected] No.7 of the accompanying Notice. Website: www.tatapower.com

Details of the Directors seeking re-appointment/appointment at the forthcoming Annual General Meeting (In pursuance of Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings)

Name of Director Mr. Banmali Agrawala Mr. Ashok Sinha Date of Birth (Age) 30th April 1963 (56 years) 15th February 1952 (67 years) Date of Appointment 17th November 2017 2nd May 2019 Expertise in specific Mr. Banmali Agrawala joined Tata Sons Mr. Sinha has been conferred the Distinguished functional areas Private Limited in October 2017 as President, Alumnus Award from both Indian Institute Infrastructure, Defence and Aerospace. His of Technology, Kanpur and Indian Institute global experience in infrastructure will be very of Management, Bangalore. He has been beneficial as the Company aspires for the next conferred with the India Chief Financial Officer phase of growth. His knowledge in several Award 2001 for Information and Knowledge areas including leadership development, digital Management by the Economic Intelligence Unit infrastructure, innovation and technology, India and American Express. He received award will also be very beneficial to the Company. from Technology Media Group for Customer Prior to this, he was President and CEO of GE Management. South Asia, a position he held since February He has a wealth of experience, competencies 2013. Earlier, Mr. Agrawala was the Executive and expertise from his leadership journey as Director (Business Development & Strategy) the Chairman and Managing Director of Bharat on the Company’s Board from February 2008 Petroleum Corporation Limited (BPCL), which to November 2011. Prior to that, he was the is present across the entire value chain with Managing Director of Wartsila India Limited activities covering exploration and production, and Group Vice President, Bio Power, Wartsila refining and marketing oil and gas products. Corporation, responsible for the global Bio He spent 33 years in BPCL, where he served on Power business. the Board of BPCL for 15 years – first as Director (Finance) for 10 years from 1996 and then as its Chairman and Managing Director for 5 years from August 2005. Since 2011, he has served on the Boards of Petronet LNG Limited, CMC Limited (erstwhile subsidiary of Tata Consultancy Services Limited), four subsidiaries of Vodafone India Limited, Tata Advanced Systems Limited, Tata Lockheed Martin Aerostructures Limited and Nova Integrated Systems Limited.

8 I Notice 100th Annual Report 2018-19

Name of Director Mr. Banmali Agrawala Mr. Ashok Sinha Qualifications Mechanical Engineering graduate from B.Tech. degree in Electrical Engineering from Mangalore University. the Indian Institute of Technology, Kanpur. Alumnus of the Advanced Management PGDBM from the Indian Institute of

Programme of Harvard Business School. Management, Bangalore, with specialisation in NOTICE Finance. Directorships held in other x Tata Projects Ltd. x Cipla Ltd. companies (excluding x Tata Advanced Materials Ltd. x Axis Asset Management Co. Ltd. foreign companies) x Tata Housing Development Co. Ltd. x AirAsia (India) Ltd. x Tata Realty and Infrastructure Ltd. x You Broadband India Ltd. x Tata Advanced Systems Ltd. x The Hospital & Nursing Home Benefits x AirAsia (India) Ltd. Association

Committee position held in Audit Committee Audit Committee REPORT BOARD’S other companies Chairman Chairman x Tata Advanced Systems Ltd. x Cipla Ltd. Nomination and Remuneration Committee x AirAsia (India) Ltd. Chairman x You Broadband India Ltd. x Tata Advanced Systems Ltd. Member MD & A Member x Axis Asset Management Co. Ltd. x Tata Projects Ltd. Nomination and Remuneration Committee x Tata Realty and Infrastructure Ltd. Member Corporate Social Responsibility Committee x Axis Asset Management Co. Ltd. Chairman x AirAsia (India) Ltd. x Tata Housing Development Co. Ltd. x You Broadband India Ltd. Member Corporate Social Responsibility Committee REPORT CG x Tata Realty and Infrastructure Ltd. Chairman Securities and Allotment Committee x Axis Asset Management Co. Ltd. Member x You Broadband India Ltd. x Tata Realty and Infrastructure Ltd. Investment and Risk Management

Share Allotment Committee Committee BRR Member Member x Tata Advanced Systems Ltd. x Cipla Ltd. Project Review Committee Chairman x Tata Projects Ltd. Remuneration Eligible for sitting fees Eligible for sitting fees and commission, as approved by the Board No. of meetings of the Board 7 N.A. CONSOLIDATED attended during the year No. of shares held: (a) Own Nil Nil (b) For other persons on a Nil Nil beneficial basis For other details such as number of meetings of the Board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of above directors, please refer to the Report on Corporate Governance, which is a STANDALONE part of this Annual Report.

Notice I 9 The Tata Power Company Limited

Route Map for AGM Venue

Venue: Birla Matushri Sabhagar, Sir Vithaldas Thackersey Marg, 19, New Marine Lines, Mumbai 400 020.

Landmark: Next to Bombay Hospital Distance from Churchgate Station: 1 km

Distance from Chhatrapati Shivaji Terminus: 1.2 km

Distance from Marine Lines Station: 0.8 km

10 I Notice