NOTICE
Notice is hereby given that an EXTRAORDINARY GENERAL MEETING of
MAITHON POWER LIMITED will be held on Wednesday, the 23rd day of March 2016 at
2.00 p.m. at the Conference Room of The Tata Power Company Limited on the 3rd Floor
of Bombay House, 24, Homi Mody Street, Mumbai – 400 001, to transact the following
business:SPECIAL BUSINESS
1.
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 ` 2,500
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.”
2.
Borrowing limits of the Company
To consider and, if thought fit, to pass with or without modification, the following
resolution as a Special Resolution:
“RESOLVED that in supersession of Resolution passed at the Annual General
Meeting of the Company held on 4th September 2015 and pursuant to Section
180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 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 of the Company
(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 borrowing from time to time any sum or sums of
money, together with the money already borrowed by the Company (apart from
temporary loans obtained or to be obtained from the Company’s Bankers in the
ordinary course of business) upto ` 6,800 crore (Rupees six thousand eight
hundred crore) if the aggregate for the time being of the paid-up capital of the
Company and its free reserves is less than ` 6,800 crore.
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.”
3.
Creation of charges
To consider and, if thought fit, to pass with or without modification, the following
resolution as a Special Resolution:
“RESOLVED that in supersession of Resolution passed at the Annual General
Meeting of the Company held on 4th September 2015 and pursuant to Section
180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 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 of the Company
(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 create such charges, mortgages and
hypothecations in addition to the existing charges, mortgages and hypothecations
created by the Company, on such movable and immovable properties, both present
and future, and in such manner as the Board may deem fit, together with the power
to take over the management and concern of the Company in certain events, to or
in favour of all or any of the financial institutions/banks/ insurance companies/other
investing agencies/trustees for holders of debentures/bonds/other instruments
which may be issued to and subscribed by all or any of the financial institutions/
banks/insurance companies/other investing agencies or any other person(s)/bodies
corporate by way of private placement or otherwise to secure Rupee/foreign
currency loans, debentures, bonds or other instruments (hereinafter collectively
referred to as “Loans”) provided that the total amount of Loans together with interest
thereon at the respective agreed rates, additional interest, compound interest,
liquidated damages, commitment charges, premia on pre-payment or on
redemption, costs, charges, expenses and all other moneys payable by the
Company to the aforesaid parties or any of them under the Agreements/
Arrangements entered into/to be entered into by the Company in respect of the said
Loans, shall not at any time exceed the limit of ` 6,800 crore (Rupees six thousand
eight hundred crore).
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.”
4.
Appointment of Mr. Kozipart Chandrashekhar as Chief Executive Officer and
Executive Director
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 Sections 196, 197 and other
applicable provisions, if any, of the Companies Act, 2013 (the Act) read with
Schedule V to the Act and the Rules made thereunder, as amended from time to
time, the Company hereby approves of the appointment and terms of remuneration
of Mr. Kozipart Chandrashekhar (DIN: 06419724) as ‘CEO and Executive Director’
of the Company for the period from 24th September 2015 to 23rd September 2017,
upon the terms and conditions set out in the Explanatory Statement annexed to the
Notice convening this meeting, including the remuneration to be paid in the event of
loss or inadequacy of profits in any financial year, with liberty to the Directors to
alter and vary the terms and conditions of the said appointment in such manner as
may be agreed to between the Directors and Mr. Chandrashekhar.
RESOLVED FURTHER that the Board of Directors of the Company (which term
shall be deemed to include any Committee of the Board constituted to exercise its
powers, including the powers conferred by this Resolution), be and is hereby
authorised to take all such steps as may be necessary, proper and expedient to
give effect to this Resolution.”
NOTES:
(a) The relative Explanatory Statement pursuant to Section 102 of the Companies Act,
2013, in regard to the business as set out in Item Nos. 1 to 4 above are annexed
hereto.
(b) 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.
(c) The instrument appointing a proxy should, however, be deposited at the Registered
Office of the Company not less than 48 hours before the commencement of the
Meeting.
(d) Corporate Members intending to send their authorised representatives to attend the
Extraordinary General Meeting (EGM) are requested to send a certified copy of the
Board Resolution authorising their representative to attend and vote in their behalf
at the Meeting.
(e) Relevant documents referred to in the accompanying Notice and in the Explanatory
Statement are open for inspection by the Members at the Registered Office of the
Company on all working days of the Company, during business hours upto the date
of the Meeting.
By Order of the Board of Directors
Pradip Roy
Chief Financial Officer &
Company Secretary
Mumbai, 2nd March 2016
Registered Office:
Corporate Center,
34 Sant Tukaram Road,
Carnac Bunder,
Mumbai 400 009
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.1 to 4 of the accompanying Notice dated 2nd March 2016:
Item No.1: 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.
In FY 2014, the Company had refinanced its project loan with loan bearing lower
rate of interest, thereby reducing the finance cost. In November 2015, the Company
issued and allotted NCDs aggregating to ` 500 crore to re-finance the project term loan
of equivalent amount, to reduce the interest cost. The Company is further exploring
options to replace its existing loans with fixed interest bearing loans at cheaper
annualized rate of interest. One such option is by raising funds by way of debentures of
upto ` 2,500 crore including existing NCDs of ` 500 crore.
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.1, within the overall borrowing limits of the Company, as approved by the
Members from time to time.
The Board commends the Resolution at Item No.1 of the accompanying Notice
for the approval by Members of the Company.
None of the Directors and Key Managerial Personnel of the Company or their
respective relatives are concerned or interested in the Resolution at Item No.1 of the
accompanying Notice.
Item Nos.2 and 3: Under the provisions of Section 180(1)(c) of the Act, the
Board of Directors of a Company could, with the consent of the Members obtained by a
Special Resolution, borrow money, apart from temporary loans obtained from the
Company’s bankers in the ordinary course of business, in excess of the aggregate of the
paid-up share capital and free reserves of the Company.
Also, under Section 180(1)(a) of the Act, the Board of Directors of a Company
could, with the consent of the Members obtained by a Special Resolution, create
charge/mortgage/hypothecation on the Company’s assets, both present and future, in
favour of the lenders/trustees for the holders of debentures/bonds, to secure the
repayment of moneys borrowed by the Company (including temporary loans obtained
from the Company’s Bankers in the ordinary course of business).
At the 15th Annual General Meeting (AGM) of the Company held on 4th
September 2015, the Members had accorded consent to the Board of Directors for
borrowing any sum or sums of money not exceeding at any time the sum of ` 5,800
crore. At the same AGM, the Members had accorded consent to the Board of Directors
for creation of mortgages, charges and hypothecation to secure borrowings upto ` 5,800
crore.
Taking into consideration the requirements of additional financial resources to
meet the Company’s future growth plans and the options explored by the Company for
raising funds by way of issue of non-convertible debentures and/or with fresh loans from
any one or more banks and/or financial institutions upto ` 2,500 crore to replace its
existing loans with fixed interest bearing loans at cheaper annualized rate of interest, the
borrowing limits previously sanctioned by the Members are proposed to be increased to
` 6,800 crore.
The proposed borrowings of the Company may, if necessary, be secured by way
of mortgages, charges and hypothecations on the Company’s movable/ immovable
properties, present and future, in favour of the financial institutions/banks /insurance
companies/other investing agencies/trustees for the holders of debentures/bonds/other
instruments. As the documents to be executed by, with, or in favour of, the lender/parties
may contain the power to take over the management and concern of the Company in
certain events, it is necessary for the Members to pass a resolution for creation of
mortgages, charges and hypothecation to secure such borrowings, it is proposed to seek
Members’ consent for creation of charges upto ` 6,800 crore.
The Board commends the Resolutions at Item Nos.2 and 3 of the accompanying
Notice for approval by the Members of the Company by a Special Resolution.
None of the Directors and Key Managerial Personnel of the Company or their
respective relatives are concerned or interested in the Resolutions at Item Nos.2 and 3.
Item No.4: Mr. Kozipart Chandrashekhar was appointed as the Chief Executive Officer
(CEO) of the Company for a period of three years with effect from 6th August 2014.
Subsequently, Mr. Chandrashekhar was appointed as ‘CEO and Executive Director’ of
the Company for the period from 24th September 2015 to 23rd September 2017, subject
to approval of the Members.
Mr. Chandrashekhar, aged 62 years, has an overall experience of 35 years. He
has completed his B. Tech. and M.Tech in Electrical Engineering in 1975 and 1977
respectively, both from Indian Institute of Technology (Banaras Hindu University). Prior
to assuming the role of CEO of the Company, he was on the Board of BGR Energy
Systems Limited at Bengaluru. He is an ex-employee of The Tata Power Company
Limited and has worked in Tata Power as GM – ER and Sr. GM (BD) during May 1997 –
January 2004. Subsequently, he worked again as Project Director - Maharashtra Project
Cell from April 2006 to November 2008.
Mr. Chandrashekhar has diverse experience in the power sector. Under his
leadership at the Company, the business processes and operations have stabilized and
performance parameters have improved. He is also able to drive employee engagement
and customer satisfaction and is known as an assertive and dynamic leader.
The principal terms and conditions of Mr. Chandrashekhar’s appointment as
CEO and Executive Director (hereinafter referred to as ‘Mr. Chandrashekhar’ or the
‘CEO and Executive Director’) are as follows:
1. Period: From 24th September 2015 to 23rd September 2017
2. Nature of duties:
a) The CEO and Executive Director shall devote his whole time and attention to the
business of the Company and carry out such duties, as may be entrusted to him by the
Board from time to time and separately communicated to him and exercise such powers
as may be assigned to him, subject to superintendence, control and directions of the
Board in connection with and in the best interests of the business of the Company.
b) The CEO and Executive Director shall not exceed the powers so delegated by the
Board pursuant to clause 2(a) above.
c) The CEO and Executive Director undertakes to employ the best of the skill and ability
to make his utmost endeavours to promote the interests and welfare of the Company
and to conform to and comply with the directions and regulations of the Company and all
such orders and directions as may be given to him from time to time by the Board.
3. a) Remuneration: The CEO and Executive Director shall be entitled to basic salary
upto a maximum of ₹ 3,00,000 per month, with annual increments which will be effective
1st April each year, will be decided by the Board and will be merit-based and take into
account the Company’s performance; incentive remuneration and/or commission based
on certain performance criteria to be laid down by the Board; benefits, perquisites and
allowances, as may be determined by the Board from time to time.
b) Minimum Remuneration: Notwithstanding anything to the contrary herein contained,
where in any financial year during the currency of the tenure of the CEO and Executive
Director, the Company has no profits or its profits are inadequate, the Company will pay
to the CEO and Executive Director remuneration by way of Salary, Benefits, Perquisites
and Allowances, and Incentive Remuneration as specified above.
4. The personnel policies of the Company and the related Rules which are applicable to
other employees of the Company will also be applicable to the CEO and Executive
Director, unless specifically provided otherwise.
5. The CEO and Executive Director, so long as he functions as such, undertakes not to
become interested or otherwise concerned, directly or through his spouse and/or
children, in any selling agency of the Company.
6. The terms and conditions of the appointment of the CEO and Executive Director may
be altered and varied from time to time by the Board as it may, in its discretion deem fit,
irrespective of the limits stipulated under Schedule V to the Act or any amendments
made hereafter in this regard, in such manner as may be agreed to between the Board
and the CEO and Executive Director, subject to such approvals as may be required.
7. This appointment may be terminated by either party by giving to the other party three
months’ notice of such termination or the Company paying three months’ remuneration
in lieu of such notice.
8. The employment of the CEO and Executive Director may be terminated by the
Company without notice or payment in lieu of notice:
a) if the CEO and Executive Director is found guilty of any gross negligence, default or
misconduct in connection with or affecting the business of the Company or any
subsidiary or associated company to which he is required by the Agreement to render
services; or
b) in the event of any serious or repeated or continuing breach (after prior warning) or
non-observance by the CEO and Executive Director of any of the stipulations contained
in the Agreement; or
c) in the event the Board expresses its loss of confidence in the CEO and Executive
Director.
9. In the event the CEO and Executive Director is not in a position to discharge his
official duties due to any physical or mental incapacity, the Board shall be entitled to
terminate his contract on such terms as the Board may consider appropriate in the
circumstances.
10. Upon the termination by whatever means of his employment under the Agreement:
a) the CEO and Executive Director shall immediately cease to hold office held by him
without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act;
b) the CEO and Executive Director shall not without the consent of the Company at any
time thereafter represent himself as connected with the Company.
The Directors are of the view that the appointment of Mr. Chandrashekhar as
CEO and Executive Director will be beneficial to the Company and the remuneration
payable to him is commensurate with his abilities and experience and accordingly
commend the Resolution at Item No.4 of the accompanying Notice for approval by the
Members of the Company.
In compliance with the provisions of Sections 196, 197 and other applicable
provisions of the Act, read with Schedule V to the Act, the terms of remuneration
specified above are now being placed before the Members for their approval.
Other than Mr. Chandrashekhar, none of the Directors and Key Managerial
Personnel of the Company or their respective relatives are concerned or interested in
the Resolutions at Item No.4 of the accompanying Notice.
By Order of the Board of Directors
Pradip Roy
Chief Financial Officer &
Company Secretary
Mumbai, 2nd March 2016
Registered Office:
Corporate Center,
34 Sant Tukaram Road,
Carnac Bunder,
Mumbai 400 009
MAITHON POWER LIMITED
CIN: U74899MH2000PLC267297
Registered Office: Corporate Center, 34 Sant Tukaram Road, Carnac Bunder, Mumbai - 400009,
Maharashtra, India.
Tel.: 022 6717 1232, E-mail: pradip.roy@tatapower.com
Attendance Slip
EXTRAORDINARY GENERAL MEETING ON WENDESDAY, 23RD MARCH 2016 AT 2.00 P.M.
at the Conference Room of The Tata Power Company Limited on the 3rd Floor of Bombay House, 24,
Homi Mody Street, Mumbai – 400 001
Folio No. .....................................DP ID No. ...........................................Client ID No. ................................
Name of the Member...............................................................................Signature........................................
Name of the Proxyholder........................................................................ Signature........................................
1. Only Member/Proxyholder can attend the Meeting.
Route map for venue of EGM
MAITHON POWER LIMITED
CIN: U74899MH2000PLC267297
Registered Office: Corporate Center, 34 Sant Tukaram Road, Carnac Bunder, Mumbai - 400009,
Maharashtra, India.
Tel.: 022 6717 1232, E-mail: pradip.roy@tatapower.com
Proxy Form
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
CIN: U74899MH2000PLC267297
Name of the Company: Maithon Power Limited
Registered Office: Corporate Center, 34 Sant Tukaram Road, Carnac Bunder, Mumbai - 400009, Maharashtra
Name of the member(s) :......................................................................... E-mail ID:.................,,,,,,,,.....................
Registered address:,...............................................................................................................................................
Folio No / Client ID:...................................................................................DP ID :..................................................
I / We, being the member(s) of .................................................................................................. shares of the
above named Company, hereby appoint
1.
Name :........................................................................................ E-mail ID:...............................................
Address:.....................................................................................................................................................
...................................................................................................................................................................
…………………………………………………………Signature :..............................................or failing him
Name :........................................................................................ E-mail ID:...............................................
Address:.....................................................................................................................................................
...................................................................................................................................................................
…………………………………………………………Signature :..............................................or failing him
Name :........................................................................................ E-mail ID:...............................................
Address:.....................................................................................................................................................
...................................................................................................................................................................
…………………………………………………………Signature :..................................................................
2.
3.
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General
Meeting of the Company, to be held on Wednesday, the 23rd day of March 2016 at 2.00 p.m. at the Conference
Room of The Tata Power Company Limited on the 3rd Floor of Bombay House, 24, Homi Mody Street, Mumbai
– 400 001 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution
No.
1
For
Against
Private placement of Non-Convertible Debentures
2
Borrowing limits of the Company
3
Creation of charges
4
Appointment of Mr. Kozipart Chandrashekhar as Chief Executive
Officer and Executive Director
Signed this ………………. day of ……………………….. 2016
Signature of shareholder: ……………………………………….
Signature of Proxy holder(s):.. ………………………………….
Affix
revenue
Stamp
Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company at Corporate Center, 34 Sant Tukaram Road, Carnac Bunder, Mumbai - 400009,
not less than 48 hours before the commencement of the Meeting.