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Tcs-Buyback-2020-Update.Pdf TCS/BB/SE/107/2020-21 October 19, 2020 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, P. J. Towers, Dalal Street, Mumbai – 400051 Mumbai – 400001 Symbol: TCS Scrip Code No. 532540 (BSE) Dear Sirs, Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) This is further to our letter no. TCS/BM/104/SE/2020-21 dated October 7, 2020, informing the Stock Exchanges about the decision of the Board of Directors of the Company for Buyback of up to 5,33,33,333 fully paid-up Equity Shares of face value of ₹1 each, being 1.42% of the total paid up equity share capital, at ₹3,000 per equity share for an aggregate amount not exceeding ₹16,000 crore (excluding transaction costs, applicable taxes and other incidental and related expenses) on a proportionate basis, through the “Tender Offer” route through stock exchange mechanism. In terms of Regulation 30 of the SEBI Listing Regulations, we enclose a copy of Postal Ballot Notice seeking the approval of members for Buyback of Equity Shares by way of Special Resolution. In compliance with Ministry of Corporate Affairs Circulars No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020 and No. 33/2020 dated September 28, 2020, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Friday, October 9, 2020 (“Cut-off date”). The communication of the assent or dissent of the Members would only take place through the remote e-voting system. The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Members. The remote e-voting period commences from 9.00 a.m. (IST) on Tuesday, October 20, 2020 and ends at 5.00 p.m. (IST) on Wednesday, November 18, 2020. The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date. 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Tel 91 22 6778 9595 Fax 91 22 6630 3672 e-mail [email protected] website www.tcs.com Registered Office 9th Floor Nirmal Building Nariman Point Mumbai 400 021 Corporate Identity No. (CIN): L22210MH1995PLC084781 The Members whose e-mail address is not registered with the Company/Depositories, may register on or before 5:00 p.m. (IST) on Wednesday, November 11, 2020 to receive the Postal Ballot Notice and the procedure for remote e-voting along with the login ID and password for remote e-voting by clicking the link: https://green.tsrdarashaw.com/green/events/login/c2 and completing the registration process as guided therein. In case of any queries, members may write to [email protected]. This Postal Ballot Notice will also be available on the Company’s website https://www.tcs.com/events/tcs-buyback-2020 and on the website of NSDL www.evoting.nsdl.com. This is for your information and record. Thanking you, Yours faithfully, For Tata Consultancy Services Limited Rajendra Moholkar Company Secretary Encl: Postal Ballot Notice cc: 1. National Securities Depository Limited 2. Central Depository Services (India) Limited 3. TSR Darashaw Consultants Private Limited Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 Corporate Identity Number (CIN): L22210MH1995PLC084781; Tel: 91 22 6778 9595 E-mail: [email protected]; Website: www.tcs.com NOTICE OF POSTAL BALLOT Dear Member(s), NOTICE is hereby given pursuant to Section 110 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended from time to time, read with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 33/2020 dated September 28, 2020, issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), that the Resolution appended below for seeking approval for Buyback of Equity Shares, is proposed to be passed as a Special Resolution by the Members of Tata Consultancy Services Limited (“Company”) through Postal Ballot only by voting through electronic means (“remote e-voting”). In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-voting. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. An explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company at its meeting held on October 7, 2020, has appointed Mr. P. N. Parikh (Membership No. FCS 327) and failing him Ms. Jigyasa Ved (Membership No. FCS 6488) of Parikh & Associates, Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner. The remote e-voting period commences from 9.00 a.m. (IST) on Tuesday, October 20, 2020 and ends at 5.00 p.m. (IST) on Wednesday, November 18, 2020. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced at or before 5.00 p.m. (IST) Friday, November 20, 2020. The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website https://www.tcs.com/events/tcs-buyback-2020 and on the website of National Securities Depository Limited (NSDL) www.evoting.nsdl.com. RESOLUTION: APPROVAL FOR BUYBACK OF EQUITY SHARES To consider and, if thought fit, to pass, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Article 11 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70 and 110 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Management and Administration) Rules, 2014, to the extent applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (“Buyback Regulations”), as amended from time to time, and subject to such other approvals, permissions, sanctions and exemptions as may be necessary and subject 1 to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions, sanctions and exemptions, which may be agreed to by the Board of Directors of the Company (“Board”, which expression shall include any Committee constituted/to be constituted by the Board to exercise its powers, including the powers conferred by this Resolution), consent of the Members be and is hereby accorded for the buyback by the Company of up to 5,33,33,333 (Five crore thirty three lakh thirty three thousand three hundred and thirty three) of its fully paid-up equity shares of face value of `1 (Rupee One) each (“Equity Shares”) (representing 1.42% of the total issued and paid-up equity share capital of the Company) at a price of `3,000 (Rupees three thousand only) per Equity Share payable in cash for an aggregate consideration not exceeding `16,000 crore (Rupees sixteen thousand crore only) (excluding transaction costs, applicable taxes and other incidental and related expenses), which is not exceeding 25% of the aggregate of the paid-up share capital and free reserves as per audited condensed standalone interim financial statements and audited condensed consolidated interim financial statements of the Company as on September 30, 2020, to be sourced out of the free reserves of the Company (retained earnings) and/or such other source as may be permitted by the Buyback Regulations or the Act, from the Members of the Company, as on the record date, on a proportionate basis, through the Tender Offer route through Stock Exchange mechanism as prescribed under the Buyback Regulations (“Buyback”).” “RESOLVED FURTHER THAT the Company, to the extent legally permissible, implement the Buyback using the “Mechanism for acquisition of shares through Stock Exchange” notified by the Securities and Exchange Board of India (“SEBI”) vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, including any amendments or statutory modifications for the time being in force (“SEBI Circulars”).” “RESOLVED FURTHER
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