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.