Registered Office: Bombay House, 24, Homi Mody Street, Fort, Mumbai 400 001 CIN: L24239MH1939PLC002893 Tel. No: +91 22 6665 8282 Fax No: +91 22 6665 8144 Email: [email protected] Website: www.tatachemicals.com NOTICE “RESOLVED THAT Mr. Bhaskar Bhat (Director Identification Number 00148778) in respect of whom the Company has received a notice Notice is hereby given that an Extraordinary General Meeting (EGM) of in writing from a member under Section 160 of the Companies Act, Tata Chemicals Limited, on the requisition of Tata Sons Limited, which 2013 proposing his candidature for the office of Director, and who is holds 19.35% of the paid up Equity share capital of the Company, eligible for appointment as a Director, be and is hereby appointed a will be held on Friday, December 23, 2016 at 3.00 p.m. at Birla Director of the Company liable to retire by rotation.“ Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Marine Lines, Mumbai 400 020 to transact the following business: Item No. 4 SPECIAL BUSINESS APPOINTMENT OF MR. S. PADMANABHAN AS A DIRECTOR OF Item No. 1 THE COMPANY: REMOVAL OF MR. C. P. MISTRY AS DIRECTOR: To consider and if thought fit, to pass the following resolution as an To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: Ordinary Resolution: “RESOLVED THAT Mr. S. Padmanabhan (Director Identification “RESOLVED THAT pursuant to the provisions of Section 169 and Number 00306299) in respect of whom the Company has received a other applicable provisions of the Companies Act, 2013 and the Rules notice in writing from a member under Section 160 of the Companies framed thereunder, Mr. Cyrus P. Mistry (Director Identification Number Act, 2013 proposing his candidature for the office of Director, and who 00010178) be and is hereby removed from the office of Director of is eligible for appointment as a Director, be and is hereby appointed a the Company with effect from the date of this meeting.” Director of the Company liable to retire by rotation.” Item No. 2 NOTES: REMOVAL OF MR. NUSLI N. WADIA AS DIRECTOR: 1. The Statement pursuant to Section 102 of the Companies To consider and if thought fit, to pass the following resolution as an Act, 2013, in respect of the business as set out in the Notice is Ordinary Resolution: annexed hereto. “RESOLVED THAT pursuant to the provisions of Section 169 and 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING other applicable provisions of the Companies Act, 2013 and the Rules IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON framed thereunder, Mr. Nusli N. Wadia (Director Identification Number HIS/HER BEHALF. SUCH PROXY NEED NOT BE A MEMBER OF THE 00015731) be and is hereby removed from the office of Director of COMPANY. A person can act as proxy on behalf of members the Company with effect from the date of this meeting.” not exceeding 50 and holding in the aggregate not more than Item No. 3 10% of the total share capital of the Company carrying voting APPOINTMENT OF MR. BHASKAR BHAT AS A DIRECTOR OF THE rights. A member holding more than 10% of the total share COMPANY: capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy To consider and if thought fit, to pass the following resolution as an for any other person or shareholder. Ordinary Resolution: 1 3. The instrument of Proxy, in order to be effective, should be 9. Process and Manner for voting through electronic means: duly completed and deposited at the Registered Office of the I. In compliance with the provisions of Section 108 of Company not less than 48 hours before the commencement the Companies Act, 2013 (‘the Act’) and Rules framed of an Extraordinary General Meeting (EGM). A Proxy form is thereunder, as amended from time to time and annexed to this Notice. Proxies submitted on behalf of limited Regulation 44 of the SEBI (Listing Obligations and companies, societies, etc. must be supported by appropriate Disclosure Requirement) Regulations, 2015 (‘Listing resolution or authority as applicable. Regulations’), the members are provided with the facility 4. Members/Proxyholders and Authorised representatives to exercise their right to vote electronically, through are requested to bring to the Meeting, the duly filled in the e-voting services provided by National Securities Depository Limited (NSDL), i.e. facility of casting votes attendance slip(s) enclosed herewith. Corporate Members by the members using an electronic voting system intending to send their Authorised Representatives to attend from a place other than the venue of the EGM (remote the Meeting pursuant to Section 113 of the Companies Act, e-voting) on all the resolutions set forth in this Notice. 2013 are requested to send to the Company, a certified copy of Instructions for remote e-voting are given herein below. the Board Resolution authorising representative to attend and vote on its behalf at the Meeting. II. The facility for voting either through electronic voting system or by ballot paper shall be made available at the 5. In case of joint holders attending the Meeting, the first holder EGM also and members attending the meeting who as per the Register of Members of the Company will be entitled have not already cast their vote by remote e-voting shall to vote. be able to exercise their right at the EGM. 6. Electronic copy of the Notice is being sent to all the members III. The remote e-voting period commences on Tuesday, whose email IDs are registered with the Company/Depository December 20, 2016 (9.00 a.m. IST) and ends on Participant(s) for communication purposes unless any member Thursday, December 22, 2016 (5.00 p.m. IST). During this has requested for a hard copy of the same. For members who period, members of the Company, holding shares either have not registered their email address, physical copy of the in physical form or in dematerialised form, as on the cut- Notice is being sent in the permitted mode. A copy of the off date of Friday, December 16, 2016, may cast their Notice will also be available on the website of the Company vote by remote e-voting. The remote e-voting module viz. www.tatachemicals.com. shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the 7. The Special Notice and Requisition dated November 10, member shall not be allowed to change it subsequently. 2016 received from Tata Sons Limited and the Notices A person who is not a member as on the cut-off date dated November 16, 2016 received under Section 160 should treat this Notice for information purpose only. of the Companies Act, 2013 from Tata Sons Limited Members who have cast their vote by remote e-voting signifying its intention to appoint Mr. Bhaskar Bhat and prior to the EGM are also eligible to attend the meeting Mr. S. Padmanabhan as Directors of the Company, in original, but shall not be entitled to cast their vote again. are available for inspection by the Members at the Registered Office of the Company between 10.00 a.m. to 2.00 p.m. on any The instructions for remote e-voting are as under: working day of the Company upto the date of the Meeting. A. In case a member receives an email from NSDL [for The said documents shall also be available for inspection at members whose email IDs are registered with the the venue of the meeting. Company/Depository Participant(s)] : 8. A route map showing directions to reach the venue of the (i) Open email and open PDF file viz; “TCL remote Meeting forms part of the Notice. e-voting.pdf” with your Client ID or Folio No. as 2 password. The said PDF file contains your user authorized signatory(ies) who is / are authorized ID and password/PIN for remote e-voting. Please to vote, to the Scrutinizer through e-mail to note that the password is an initial password. [email protected] with a copy marked to [email protected]. (ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/ B. In case a member receives physical copy of the Notice of EGM [for members whose email IDs are not (iii) Click on Shareholder – Login registered with the Company/Depository Participant(s) (iv) If you are already registered with NSDL for or requesting physical copy] : remote e-voting then you can use your existing (i) Initial password is provided in the Attendance user ID and password/PIN for casting your vote. Slip:- EVEN (e-voting Event Number) USER ID (v) If you are logging-in for the first time, please enter and PASSWORD/PIN. the user ID and password as initial password/PIN (ii) Please follow all steps from Sr. No. (ii) to Sr. No. noted in step (i) above. Click Login. (xii) above, to cast vote. (vi) Password change menu appears. Change the IV. In case of any queries, you may refer the Frequently password/PIN with new password of your Asked Questions (FAQs) for members and remote choice with minimum 8 digits/characters or e-voting user manual for members available at the combination thereof. Note new password. It downloads section of www.evoting.nsdl.com or call is strongly recommended not to share your on toll free no: 1800-222-990. In order to address any password with any other person and take utmost grievances relating to e-voting, you may write to care to keep your password confidential.