96 Annual Report 2014-2015 NOTICE

96 th Annual Report 2014-2015

NOTICE

The NINETY-SIXTH ANNUAL GENERAL MEETING of THE TATA POWER COMPANY LIMITED will be held on Wednesday, the 5 th day of

August 2015 at 3.00 p.m. at Birla Matushri Sabhagar, Sir Vithaldas Thackersey Marg, 19, New Marine Lines, Mumbai 400 020, to transact the following business:-

1. To receive, consider and adopt the Audited Financial Statements for the year ended 31 st March 2015 together with the Reports of the

Board of Directors and the Auditors thereon.

2. To receive, consider and adopt the Audited Consolidated Financial Statements for the year ended 31 st March 2015 together with the

Report of the Auditors thereon.

3. To declare a dividend for the financial year 2014-15 on Equity Shares.

4. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:-

“RESOLVED that Mr. R. Gopalakrishnan (DIN: 00027858), who retires as Director pursuant to the provisions of Section 152 of the

Companies Act, 2013, be and is hereby re-appointed as a Director of the Company to hold office upto 24 th December 2015.”

5. Ratification of appointment of Statutory Auditors and fixing their remuneration

To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:-

”RESOLVED that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) and the Rules made thereunder, as amended from time to time, the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/W-100018) as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the

Ninety-Seventh AGM of the Company to be held in the year 2016 to examine and audit the accounts of the Company at Mumbai and the Divisions for the financial year 2015-16, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors, be and is hereby ratified.”

6. Appointment of Mr. Vijay Kumar Sharma as Director


“RESOLVED that Mr. Vijay Kumar Sharma (DIN: 02449088), who was appointed as an Additional Director of the Company with effect from 19 th May 2015 by the Board of Directors and who holds office upto the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (the Act) but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed a Director of the Company.”

7. Private placement of Non-Convertible Debentures

To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:-

“RESOLVED that pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013

(including any statutory modification or re-enactment thereof for the time being in force) and the Rules made thereunder, as amended from time to time, the consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the

'Board', which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) for making offer(s) or invitation(s) to subscribe to Non-Convertible Debentures on private placement basis, in one or more tranches such that the total amount does not exceed ` 4,000 crore during a period of one year from the date of passing of this Resolution and that the said borrowing is within the overall borrowing limits of the Company.

RESOLVED FURTHER that the Board be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

8. Appointment of Branch Auditors


“RESOLVED that pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013

(the Act) (including any statutory modification or re-enactment thereof for the time being in force) and the Rules made thereunder, as amended from time to time, the Board of Directors be and is hereby authorised to appoint as Branch Auditor(s) of any Branch Office of the Company, whether existing or which may be opened/acquired hereafter, outside India, in consultation with the Company’s

Auditors, any persons, qualified to act as Branch Auditors within the provisions of Section 143(8) of the Act and to fix their remuneration.”

Notice | 3

The Tata Power Company Limited

9. Ratification of Cost Auditors' Remuneration


“RESOLVED that pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) and the Rules made thereunder, as amended from time to time, the Company hereby ratifies the remuneration of ` 6,50,000 plus Service tax, travel and actual out-of-pocket expenses payable to

M/s. Sanjay Gupta and Associates, who are appointed as Cost Auditors to conduct the audit of cost records maintained by the Company for the Financial Year 2015-16.”

10. Increase in limits of investments in other bodies corporate

To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:-

“RESOLVED that pursuant to Section 186 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) (including any statutory modification or re-enactment thereof for the time being in force) and the Rules made thereunder, as amended from time to time, consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the 'Board', which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this

Resolution) to invest/acquire the securities of any body corporate by way of subscription/purchase or otherwise, upto a sum of ` 2,000 crore, notwithstanding that the aggregate of the investments so far made or to be made exceed the limits/will exceed the limits laid down by the Act.

RESOLVED FURTHER that the Board be and is hereby authorised to take from time to time all decisions and steps necessary, expedient or proper, in respect of the above mentioned investment(s) (collectively ‘transactions’) including the timing, the amount and other terms and conditions of such transactions and also to take all other decisions including varying any of them, through transfer or sale, divestment or otherwise, either in part or in full, as it may, in its absolute discretion, deem appropriate, subject to the specified limits for effecting the aforesaid transaction.”

NOTES:

1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act), in regard to the business as set out in Item Nos.5 to 10 above and the relevant details of the Directors seeking re-appointment/appointment under Item Nos.4 and 6 above as required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND

THE PROXY NEED NOT BE A MEMBER. Proxies, in order to be effective, must be received at the Company’s Registered Office not less than 48 hours before the meeting. Proxies submitted on behalf of companies, societies, partnership firms, etc. must be supported by appropriate resolution/authority, as applicable, issued on behalf of the nominating organisation.

Members are requested to note that a person can act as a proxy on behalf of Members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

3. Corporate Members intending to send their authorised representatives to attend the Annual General Meeting (AGM) are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

4. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

5. The Register of Members and the Transfer Books of the Company will remain closed from 22 nd July 2015 to 5 th August 2015, both days inclusive.

If the dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend will be made on or after 7 th August 2015 as under : i) To all Beneficial Owners in respect of shares held in electronic form as per the data as may be made available by National Securities

Depository Limited and Central Depository Services (India) Limited (both collectively referred to as 'Depositories') as of the close of business hours on 21 st July 2015; ii) To all Members in respect of shares held in physical form after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before the close of business hours on 21 st July 2015.

6. Members are requested to notify immediately any change in their addresses and/or the Bank Mandate details to the Company’s

Registrars and Share Transfer Agents, TSR Darashaw Limited (TSRD) for shares held in physical form and to their respective Depository

Participants (DP) for shares held in electronic form.

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7. Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories to the

Company will be considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such Members for change/deletion in such bank details. Further, instructions, if any, already given by them in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form. Members may, therefore, give instructions regarding bank accounts in which they wish to receive dividend to their DPs.

8. Pursuant to Section 205 of the Companies Act, 1956, all unclaimed/unpaid dividends upto the financial year ended 31 st March 1995 have been transferred to the General Revenue Account of the Central Government. Members, who have not yet encashed their dividend warrants for the said period, are requested to forward their claims in the prescribed Form No. II to the Companies Unpaid Dividend

(Transfer to General Revenue Account of the Central Government) Rules, 1978 to -

Office of the Registrar of Companies

Central Government Office Bldg., ‘A’ Wing, 2 nd floor

Next to Reserve Bank of India

CBD Belapur – 400 614.

Consequent upon the amendment of Section 205A of the Companies Act, 1956 and the introduction of Section 205C by the Companies

(Amendment) Act, 1999, the amount of dividends for the subsequent years from the financial year ended 31 st March 1996 to the financial year ended 31 st March 2007, remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid

Dividend Account of the Company were transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India and no payments shall be made in respect of any such claims by the IEPF.

Members who have not yet encashed their dividend warrant(s) for the financial year ended 31 st March 2008 onwards, are requested to make their claims to the Company accordingly, without any delay.

9. Members holding shares in physical form and who have not registered their e-mail IDs are requested to register the same with TSRD.

10. The Notice of the AGM alongwith the Annual Report 2014-15 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

11. To support the “Green Initiative”, Members who have not registered their e-mail addresses are requested to register the same with

TSRD/Depositories.

12. Process and manner for Members opting for e-voting are as under:-

I. In compliance with provisions of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing

Agreement, the Company is pleased to provide Members facility to exercise their right to vote on resolutions proposed to be considered at the AGM by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the Members using an electronic voting system from a place other than venue of the AGM

(“remote e-voting”) will be provided by National Securities Depository Limited (NSDL). In order to enable its Members, who do not have the access to e-voting facility to send their assent or dissent in writing in respect of the resolutions as set out in this

Notice, the Company is enclosing a Ballot Form with the Notice. Instructions for Ballot Form are given at the back of the said form and instructions for e-voting are given hereinbelow. Resolution(s) passed by Members through Ballot Forms or e-voting is / are deemed to have been passed as if they have been passed at the AGM.

II. Members are provided with the facility for voting either through electronic voting system or ballot or polling paper at the AGM and Members attending the meeting who have not already cast their vote by remote e-voting or by ballot form are eligible to exercise their right to vote at the meeting.

III. Members who have cast their vote by remote e-voting or by ballot form prior to the AGM are also eligible to attend the meeting but shall not be entitled to cast their vote again.

IV. Members can opt for only one mode of voting, i.e., either by Ballot Form or e-voting. In case Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through Ballot Form shall be treated as invalid.

V. In case a Member is desirous of obtaining a duplicate Ballot Form, he may send an e-mail to investorcomplaints@tatapower.com by mentioning his Folio No. / DP ID No. and Client ID No. However, the duly completed Ballot Form should reach the Scrutinizer,

Mr. P. N. Parikh or Ms. Jigyasa Ved of M/s. Parikh & Associates at Bombay House, 24, Homi Mody Street, Mumbai 400 001 not later than 31 st July 2015 (5:00 p.m. IST). Ballot Form received after this date will be treated as invalid.

Notice | 5


VI. The remote e-voting period commences on 31 st July 2015 (9:00 a.m. IST) and ends on 4 th August 2015 (5:00 p.m. IST). Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 29 th July 2015, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

VII. The process and manner for remote e-voting are as under:

A. In case a Member receives an e-mail from NSDL [for Members whose e-mail IDs are registered with the Company/Depository

Participant(s)] :

(i) Open e-mail and open PDF file viz.: “Tata Power e-voting.pdf” with your Client ID No. or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com

(iii) Click on Shareholder - Login

(iv) Select “EVEN” of “The Tata Power Company Limited”, which is 101933.

(v) If you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password/PIN for casting your vote.

(vi) If you are logging in for the first time, please enter the user ID and password provided in the PDF file attached with the e-mail as initial password. The Password Change Menu will appear on your screen. Change to a new password of your choice, making sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your password confidential.

(vii) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) On the voting page, you may cast your vote by selecting an appropriate option “For” or “Against” and click “SUBMIT”.

A confirmation box will be displayed. Click “OK” to confirm or “CANCEL” to modify. Once you confirm, you will not be allowed to modify your vote. Upon confirmation, the message “Vote Cast Successfully” will be displayed.

(xiii) You can similarly vote in respect of all other resolutions forming part of the Notice of the AGM. During the voting period, Members can login any number of times till they have voted on all the Resolutions.

(xiv) If you wish to log out after voting on a few resolutions and continue voting for the balance resolutions later, you may click on “RESET” for those resolutions for which you have not yet cast the vote.

(xv) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. together with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer through e-mail to cs@parikhassociates.com with a copy marked to evoting@nsdl.co.in

B. In case a Member receives physical copy of the Notice of AGM [for Members whose e-mail IDs are not registered with the

Company/DP(s) or requesting physical copy] :

(i) Initial password is provided in the enclosed ballot form:

EVEN (101933), USER ID PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

VIII. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for

Members available at the downloads section of www.evoting.nsdl.com or call on Toll Free No.: 1800-222-990.

IX. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

X. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date of 29 th July 2015.

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XI. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice and holding shares as of the cut-off date i.e. 29 th or the Company/TSRD.

July 2015, may obtain the login ID and password by sending a request at evoting@nsdl.co.in

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forget your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following Toll Free No.: 1800-222-990.

XII. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting, voting through ballot form, as well as voting at the meeting.

XIII. If a Member is desirous of obtaining a duplicate Ballot Form, or desires to vote in physical form, he may request for the same by mentioning his Folio No. / DP ID - Client ID No. However, the duly completed Ballot Forms should reach the Scrutinizer not later than Friday, 31 st July 2015 (5.00 p.m. IST). Ballot Forms received after this date will be treated as invalid.

XIV. Mr. P. N. Parikh (FCS 327) or failing him Ms. Jigyasa Ved (FCS 6488) of Parikh and Associates, Company Secretaries have been appointed as the Scrutinizer for providing facility to the Members of the Company to scrutinize the voting and remote e-voting process including the ballot form received from the Members who do not have access to the e-voting process, in a fair and transparent manner.

XV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of Scrutinizer, by use of “remote e-voting” or “Ballot Paper” or “Polling Paper” for all those Members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XVI. The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast at the meeting and, thereafter, unblock the votes cast through remote e-voting and also count the votes received by post through Ballot Forms, in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days from the conclusion of the AGM, a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith.

XVII. The Results declared, alongwith the Scrutinizer's Report, shall be placed on the Company's website viz. www.tatapower.com and on the website of NSDL immediately after the declaration of the result by the Chairman or a person authorised by him in writing.

The results shall also be immediately forwarded to the Stock Exchanges where the Company's Equity Shares are listed viz. BSE

Limited and National Stock Exchange of India Limited.

XVIII. Incase of grievances connected with facility for voting by electronic means, Members are requested to contact Mr. Amit Vishal, Senior

Manager at amitv@nsdl.co.in or evoting@nsdl.co.in or on 022 2499 4360. Members may also write to him at NSDL, Trade World,

'A' Wing, 4 th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

13. Updation of Members' Details :

The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Act, requires the Company/ Share

Registrars and Transfer Agents to record additional details of Members, including their PAN details, e-mail address, bank details for payment of dividend, etc. A form for capturing the additional details is appended at the end of this Annual Report. Members holding shares in physical form are requested to submit the filled in form to the Company or its Share Registrars and Transfer Agents. Members holding shares in electronic form are requested to submit the details to their respective DPs.

By Order of the Board of Directors,

H. M. Mistry

Company Secretary

Mumbai, 19 th May 2015

Registered Office:

Bombay House,

24, Homi Mody Street,

Mumbai 400 001.

CIN: L28920MH1919PLC000567

Tel: 91 22 6665 8282 Fax: 91 22 6665 8801

E-mail: tatapower@tatapower.com Website: www.tatapower.com

Notice | 7


EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013 (the Act), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item Nos.5 to 10 of the accompanying Notice dated 19 th May 2015:

Item No.5: This explanatory statement is provided though strictly not required as per Section 102 of the Act.

Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No. 117366W/W-100018) were appointed as the statutory auditors of the Company for a period of three years at the Annual General Meeting (AGM) of the Company held on 13 th August 2014.

As per provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by Members at every AGM.

Accordingly, ratification of the Members is being sought for the proposal contained in the Resolution set out at Item No.5 of the accompanying Notice.

The Board commends the Resolution at Item No.5 of the accompanying Notice for ratification by the Member of the Company .

None of the Directors or Key Managerial Personnel (KMP) or their respective relatives are concerned or interested in the Resolution at

Item No.5 of the accompanying Notice.

Item No.6: Mr. Thomas Mathew T., Life Insurance Corporation of India’s (LIC) Nominee on the Board of your Company, submitted his resignation as Director, which was effective 30 th April 2015. In his place, LIC nominated their Managing Director, Mr. Vijay Kumar Sharma, to represent LIC as Nominee Director on the Board of the Company. He was appointed as an Additional Director of the Company with effect from 19 th May 2015 by the Board of Directors under Section 161 of the Act and Article 132 of the Company’s Articles of Association. In terms of Section 161(1) of the Act, Mr. Sharma holds office only upto the date of the forthcoming Annual General Meeting of the Company but is eligible for appointment as a Director. A notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose Mr. Sharma’s appointment as a Director.

Mr. Sharma, aged 56 years, holds a post graduate degree in Science. He joined LIC in September 1981. He is of the rank of Executive

Director of LIC since 2007. He took charge of LIC Housing Finance Limited, as Director & Chief Executive in December 2010 and was elevated to the post of Managing Director and CEO in March 2013. He was appointed Managing Director of LIC on 1 st November 2013.

The Board commends the Resolution at Item No.6 of the accompanying Notice for approval by the Members of the Company.

Other than Mr. Sharma, none of the Directors or KMP of the Company or their respective relatives are concerned or interested in the

Resolution at Item No.6 of the accompanying Notice.

Mr. Sharma is not related to any other Director of the Company.

Item No.7: As per Section 42 of the Act, read with the Rules framed thereunder, a company offering or making an invitation to subscribe to Non-Convertible Debentures (NCDs) on a private placement basis, is required to obtain the prior approval of the Members by way of a

Special Resolution. Such an approval can be obtained once a year for all the offers and invitations made for such NCDs during the year.

The total borrowings of the Company as on 31 st March 2015 are approx. ` 12,400 crore. The Company has a funding gap of ` 2,500 crore in FY 2016 and FY 2017 and refinancing of its high-cost rupee loans to the extent of ` 1,500 crore.

Among the various options for raising such funds, the Company may need to raise funds by way of debentures of upto ` 4,000 crore to meet its funding gap for FY 2016 and FY 2017.

The approval of the Members is being sought by way of a Special Resolution under Sections 42 and 71 of the Act read with the Rules made thereunder, to enable the Company to offer or invite subscriptions of NCDs on a private placement basis, in one or more tranches, during the period of one year from the date of passing of the Resolution at Item No.7, within the overall borrowing limits of the Company, as approved by the Members from time to time.


None of the Directors or KMP of the Company or their respective relatives are concerned or interested in the Resolution at Item No.7 of the accompanying Notice.

Item No.8: As Members are aware, the Company is undertaking several projects/contracts in India as well as outside India mainly for the erection, operation and maintenance of power generation and distribution facilities. To enable the Directors to appoint Branch

Auditors for the purpose of auditing the accounts of the Company’s Branch Offices outside India (whether now existing or as may be established), the necessary authorisation of the Members is being obtained in accordance with the provisions of Section 143 of the Act, in terms of the Resolution at Item No.8 of the accompanying Notice.


8 | Notice


None of the Directors and KMP of the Company or their respective relatives are concerned or interested in the Resolution at Item

No.8 of the accompanying Notice.

Item No.9: Pursuant to Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a cost accountant in practice. On the recommendation of the Audit Committee of Directors, the Board of Directors has approved the reappointment of M/s. Sanjay Gupta & Associates (SGA) as the Cost Auditors of the Company to conduct audit of cost records maintained by the Company for the Financial Year 2015-16, at a remuneration of ` 6,50,000 plus Service tax, travel and actual out-of-pocket expenses.

SGA have furnished a certificate regarding their eligibility for appointment as Cost Auditors of the Company. They have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the previous year under the provisions of the Act.

The Board commends the Resolution at Item No.9 of the accompanying Notice for ratification of the Cost Auditors' remuneration by the Members of the Company.

None of the Directors or KMP of the Company or their respective relatives are concerned or interested in the Resolution at Item

No.9 of the accompanying Notice.

Item No.10: The Company being engaged in the business of providing infrastructural facilities, the loans made, guarantees given or security provided by it are exempt from the provisions of Section 186 of the Act. However, as per Section 186 of the Act read with the Rules framed thereunder, the Company is required to obtain the prior approval of the Members by way of a Special Resolution for acquisition by way of subscription, purchase or otherwise, the securities of any other body corporate exceeding 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium, whichever is more.

Based on its financials as on 31 st March 2015, 60% of the paid-up share capital plus free reserves including securities premium is approx.

` 8,200 crore and 100% of free reserves including securities premium is approx. ` 13,500 crore. As such, any investments in securities in excess of ` 13,500 crore would require a Special Resolution of the Members in its general meeting.

As on 31 st March 2015, the Company had investment in securities of other companies amounting to ` 12,898 crore.

The Company has growth plans in generation in thermal, hydro, renewables; transmission for inter-connecting Company’s own

Generation and/or Distribution assets; electricity distribution; EPC and O&M business; defence solutions and related system engineering; fuel securitization and intends to pursue greenfield, brownfield and operating assets both in India and abroad. The Company, therefore, proposes additional equity and equivalent investment in instruments of upto ` 2,000 crore for these new projects/assets.

Further approval of the Members is being sought by way of a Special Resolution under Section 186 of the Act read with the Rules made thereunder, to enable the Company to acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium, whichever is more.


None of the Directors or KMP of the Company or their respective relatives is concerned or interested in the Resolution at Item No.10 of the accompanying Notice.

By Order of the Board of Directors,

H. M. Mistry

Company Secretary

Mumbai, 19 th May 2015

Registered Office:

Bombay House,

24, Homi Mody Street,

Mumbai 400 001.

CIN: L28920MH1919PLC000567

Tel: 91 22 6665 8282 Fax: 91 22 6665 8801

E-mail: tatapower@tatapower.com Website: www.tatapower.com

Notice | 9


Details of the Director seeking re-appointment/appointment at the forthcoming Annual General Meeting

(In pursuance of Clause 49 of the Listing Agreement)

Name of Director

Date of Birth

Date of Appointment

Expertise in specific functional areas

Mr. R. Gopalakrishnan

25

15 th th

December 1945

January 1999

Mr. Vijay Kumar Sharma

19

19 th th

December 1958

May 2015

Mr. Gopalakrishnan is a Director of Tata Sons

Ltd., Chairman of Rallis India Ltd., Vice-Chairman of Tata Chemicals Ltd. and a Director of several other companies like Akzo Nobel India Ltd.,

Castrol India Ltd. etc. Prior to joining Tatas in

1998, he served with Levers for 31 years, where he rose from being a Management Trainee to being Vice-Chairman of Hindustan Lever Ltd.

Mr. Sharma is of the rank of Executive Director of Life Insurance Corporation of India (LIC) since 2007. He took charge of LIC Housing

Finance Ltd., as Director & Chief Executive in

December 2010 and was elevated to the post of Managing Director and CEO in March 2013.

He was appointed Managing Director of LIC on

1 st November 2013.

Qualifications

Directorships held in other companies (excluding foreign companies)

Committee position held in other companies

Audit Committee

Chairman

ABP Pvt. Ltd.

Member

Tata Chemicals Ltd.

Akzo Nobel India Ltd.

Castrol India Ltd.

No. of shares held:

(a) Own

(b) For other persons on a beneficial basis

Graduate in Physics from Calcutta University and in Engineering from IIT, Kharagpur

Post Graduate in Science

Tata Sons Ltd.

Tata Chemicals Ltd.

Rallis India Ltd.

Akzo Nobel India Ltd.

Castrol India Ltd.

Tata Autocomp Systems Ltd.

Tata Technologies Ltd.

Advinus Therapeutics Ltd.

Metahelix Life Sciences Ltd.

ABP Pvt. Ltd.

Nil

Nil

Life Insurance Corporation of India

Infrastructure Leasing & Financial Services Ltd.

LIC Pension Fund Ltd.

ACC Ltd.

ICICI Bank Ltd.

Nil

Nil

Nil

10 | Notice

96 Annual Report 2014-2015 NOTICE

NOTICE

EXPLANATORY STATEMENT

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96 Annual Report 2014-2015 NOTICE

NOTICE

EXPLANATORY STATEMENT

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