Tata Power : Annual General Meeting

Notice

Notice

NOTICE IS HEREBY GIVEN THAT THE ONE HUNDRED AND	Directors, based on the recommendation of the Nomination
THIRD ANNUAL GENERAL MEETING OF THE TATA POWER	and Remuneration Committee, and who holds office upto
COMPANY LIMITED will be held on Thursday, July 7, 2022 at	the date of this Annual General Meeting of the Company
3 p.m. (IST) through Video Conferencing/Other Audio Visual	under Section 161(1) of the Companies Act, 2013 (the Act)
Means, to transact the following business:	[including any statutory modification(s) or re-enactment(s)
Ordinary Business:	thereof for the time being in force] and Article 132 of the
Articles of Association of the Company, and who is eligible
1.	To receive, consider and adopt the Audited Financial	for appointment and in respect of whom the Company has
	Statements of the Company for the financial year ended	received a notice in writing under Section 160(1) of the Act
	March 31, 2022, together with the Reports of the Board of	from a Member proposing his candidature for the office
	Directors and the Auditors thereon.	of Director, be and is hereby appointed as a Director of
2.	To receive, consider and adopt the Audited Consolidated	the Company.
	Financial Statements of the Company for the financial year	RESOLVED FURTHER that pursuant to the provisions of
	ended March 31, 2022, together with the Report of the	Sections 149, 150, 152 and other applicable provisions,
	Auditors thereon.	if any, of the Act read with Schedule IV to the Act and the
3.	To declare a dividend on Equity Shares for the financial year	Companies (Appointment and Qualification of Directors)
Rules, 2014, Regulation 17 and other applicable regulations
	ended March 31, 2022.
	of the Securities and Exchange Board of India (Listing
4.	To appoint a Director in place of Mr. Saurabh Agrawal	Obligations and Disclosure Requirements) Regulations,
	(DIN:02144558), who retires by rotation and, being eligible,	2015 (Listing Regulations), as amended from time to time,
	offers himself for re-appointment.	the re-appointment of Mr. Kesava Menon Chandrasekhar,
5.	Re-appointment of Statutory Auditors	that meets the criteria for independence as provided in
Section 149(6) of the Act and Regulation 16(1)(b) of the
	To consider and, if thought fit, to pass the following	Listing Regulations and who has submitted a declaration
	resolution as an Ordinary Resolution:	to that effect, and who is eligible for re-appointment as
	"RESOLVED that pursuant to the provisions of Sections	an Independent Director of the Company, for the second
	consecutive term, i.e., from May 4, 2022 to February 19, 2023
	139, 142 and other applicable provisions, if any, of the
	and who would not be liable to retire by rotation, be and is
	Companies Act, 2013 (including any statutory modification
	hereby approved."
	or re-enactment thereof for the time being in force) and the
	Material Related Party Transaction(s) with PT Kaltim
	Companies (Audit and Auditors) Rules, 2014, as amended 7.
	from time to time, S R B C & CO. LLP (SRBC), Chartered	Prima Coal
	Accountants (ICAI Firm Registration No.324982E/E300003),	To consider and, if thought fit, to pass the following
	be and are hereby re-appointed as Statutory Auditors of
	resolution as an Ordinary Resolution:
	the Company to hold office for a period of 5 years from the
	conclusion of this the 103rd Annual General Meeting (AGM)	"RESOLVED that pursuant to Regulations 2(1)(zc), 23(4)
	of the Company till the conclusion of the 108th AGM of the	and other applicable Regulations of the Securities and
	Company to be held in the year 2027 to examine and audit	Exchange Board of India (Listing Obligations and Disclosure
	the accounts of the Company at Mumbai and the divisions,	Requirements) Regulations, 2015, the applicable provisions
	on such remuneration as may be mutually agreed upon	of the Companies Act, 2013 (the Act), if any, read with
	between the Board of Directors of the Company and the	relevant Rules, if any, as amended from time to time and
	Auditors."	the Company's Policy on Related Party Transactions and
Special Business:	based on the recommendation of the Audit Committee
of Directors, consent of the Members be and is hereby
6. Appointment of Mr. Kesava Menon Chandrasekhar	accorded to the Board of Directors (hereinafter referred to
	(DIN:06466854) as a Director and his re-appointment	as the 'Board', which term shall be deemed to include any
	as an Independent Director for a second term	Committee constituted / empowered / to be constituted by
	To consider and, if thought fit, to pass the following	the Board from time to time to exercise its powers conferred
	by this resolution) to continue with the existing contract(s)/
	resolution as a Special Resolution:
	arrangement(s)/transaction(s) and/or enter into and/or carry
	"RESOLVED that Mr. Kesava Menon Chandrasekhar (DIN:	out new contract(s)arrangement(s)/transaction(s) (whether
	06466854), who was appointed as an Additional Director	by way of an individual transaction or transactions taken
	of the Company effective May 4, 2022 by the Board of	together or series of transactions or otherwise) as detailed
Integrated Annual Report 2021-22	More Power to you 472

Notice

in the Explanatory Statement, with PT Kaltim Prima Coal		by way of an individual transaction or transactions taken
(KPC), a related party of The Tata Power Company Limited		together or series of transactions or otherwise), as detailed
(the Company) on such terms and conditions as may be		in the Explanatory Statement, with Tata Projects Limited
agreed between the Company and KPC, for an aggregate		(TPL), a related party of The Tata Power Company Limited
value not exceeding ` 12,000 crore during FY23, subject to		(the Company) on such terms and conditions as may be
such contract(s)/arrangement(s)/transaction(s) being carried		agreed between the Company and TPL, for an aggregate
out at arm's length and in the ordinary course of business of		value not exceeding ₹ 2,930 crore during FY23, subject to
the Company.			such contract(s)/arrangement(s)/transaction(s) being carried
RESOLVED FURTHER that the Board be and is hereby		out at arm's length and in the ordinary course of business of
	the Company.
authorised to do and perform all such acts, deeds, matters
and things as may be necessary and expedient, including		RESOLVED FURTHER that the Board be and is hereby
finalising the terms and conditions, methods and modes		authorised to do and perform all such acts, deeds, matters
in respect thereof and finalising and executing necessary		and things as may be necessary and expedient, including
documents, including contract(s), scheme(s), agreement(s)		finalising the terms and conditions, methods and modes
and such other documents, file applications and make		in respect thereof and finalising and executing necessary
representations in respect thereof and seek approval from		documents, including contract(s), scheme(s), agreement(s)
relevant authorities, including Governmental authorities in		and such other documents, file applications and make
this regard and deal with any matters, take necessary steps		representations in respect thereof and seek approval from
as the Board may, in its absolute discretion deem necessary,		relevant authorities, including Governmental authorities in
desirable or expedient, to give effect to this resolution and		this regard and deal with any matters, take necessary steps
to settle any question that may arise in this regard and		as the Board may, in its absolute discretion deem necessary,
incidental thereto, without being required to seek any		desirable or expedient, to give effect to this resolution and
further consent or approval of the Members or otherwise		to settle any question that may arise in this regard and
to the end and intent that the Members shall be deemed to		incidental thereto, without being required to seek any
have given their approval thereto expressly by the authority		further consent or approval of the Members or otherwise
of this resolution.			to the end and intent that the Members shall be deemed to
RESOLVED FURTHER that all actions taken by the Board, in		have given their approval thereto expressly by the authority
	of this resolution.
connection with any matter referred to or contemplated
in the foregoing resolution, be and are hereby approved,		RESOLVED FURTHER that all actions taken by the Board, in
ratified and confirmed in all respects."		connection with any matter referred to or contemplated
8. Material Related	Party Transaction(s) with Tata		in the foregoing resolution, be and are hereby approved,
	ratified and confirmed in all respects."
Projects Limited
		Material Related	Party Transaction(s) with	Tata
To consider and, if	thought fit, to pass the following	9.
	Steel Limited
resolution as an Ordinary Resolution:
"RESOLVED that pursuant to Regulations 2(1)(zc), 23(4)		To consider and, if	thought fit, to pass the following
	resolution as an Ordinary Resolution:
and other applicable Regulations of the Securities and
Exchange Board of India (Listing Obligations and Disclosure		"RESOLVED that pursuant to Regulations 2(1)(zc), 23(4)
Requirements) Regulations, 2015, the applicable provisions		and other applicable Regulations of the Securities and
of the Companies Act, 2013 (the Act), if any, read with		Exchange Board of India (Listing Obligations and Disclosure
relevant Rules, if any, as amended from time to time, and		Requirements) Regulations, 2015, the applicable provisions
the Company's Policy on Related Party Transactions and		of the Companies Act, 2013 (the Act), if any, read with
based on the recommendation of the Audit Committee		relevant Rules, if any, as amended from time to time and
of Directors, consent of the Members be and is hereby		the Company's Policy on Related Party Transactions and
accorded to the Board of Directors (hereinafter referred to		based on the recommendation of the Audit Committee
as the 'Board', which term shall be deemed to include any		of Directors, consent of the Members be and is hereby
Committee constituted / empowered / to be constituted by		accorded to the Board of Directors (hereinafter referred to
the Board from time to time to exercise its powers conferred		as the 'Board', which term shall be deemed to include any
by this resolution) to continue with the existing contract(s)/		Committee constituted / empowered / to be constituted by
arrangement(s)/transaction(s) and/or enter into and/or carry		the Board from time to time to exercise its powers conferred
out new contract(s)/arrangement(s)/transaction(s) (whether		by this resolution) to continue with the existing contract(s)/
Integrated Annual Report 2021-22			More Power to you	473

Notice

Notice

arrangement(s)/transaction(s) and/or enter into and/or carry out new contract(s)/arrangement(s)/transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as detailed in the Explanatory Statement, with Tata Steel Limited (TSL), a related party of The Tata Power Company Limited (the Company) on such terms and conditions as may be agreed between the Company and TSL, for an aggregate value not exceeding ₹ 2,630 crore during FY23, subject to such contract(s)/arrangement(s)/transaction(s) being carried out at arm's length and in the ordinary course of business of the Company.

RESOLVED FURTHER that the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things as may be necessary and expedient, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental authorities in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER that all actions taken by the Board, in connection with any matter referred to or contemplated in the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects."

10. Material Related Party Transaction(s) between Tata Power Solar Systems Limited and Tata Power Renewable Energy Limited

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED that pursuant to Regulations 2(1)(zc), 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the Company's Policy on Related Party Transactions and based on the recommendation of the Audit Committee of Directors, consent of the Members be and is hereby accorded to the related party contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as detailed in the Explanatory Statement, to

Integrated Annual Report 2021-22

be entered into and/or carried out and/or continued with between two related parties of The Tata Power Company Limited (the Company) i.e. Tata Power Solar Systems Limited (TPSSL) and Tata Power Renewable Energy Limited (TPREL), both subsidiaries of the Company, for an aggregate value not exceeding ` 6,035 crore during FY23, on such terms and conditions as may be agreed between TPSSL and TPREL, subject to such contract(s)/arrangement(s)/ transaction(s) being carried out at arm's length and in the ordinary course of business of TPSSL and TPREL.

RESOLVED FURTHER that the Board, which term shall be deemed to include any Committee constituted / empowered

• to be constituted by the Board from time to time to exercise its powers conferred by this resolution, be and is hereby authorized to do and perform all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable, and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

11. Material Related Party Transaction(s) between Tata Power Solar Systems Limited and TP Saurya Limited

• To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

  "RESOLVED that pursuant to Regulations 2(1)(zc), 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the Company's Policy on Related Party Transactions and based on the recommendation of the Audit Committee of Directors, consent of the Members be and is hereby accorded to the related party contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as detailed in the Explanatory Statement, to be entered into and/or carried out and/or continued with between two related parties of The Tata Power Company Limited (the Company) i.e. Tata Power Solar Systems Limited (TPSSL) and TP Saurya Limited (TPSL), both subsidiaries of the Company, for an aggregate value not exceeding ₹ 3,800 crore during FY23, on such terms and conditions as may be agreed between TPSSL and TPSL, subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm's length and in the ordinary course of business of TPSSL and TPSL.

  RESOLVED FURTHER that the Board, which term shall be deemed to include any Committee constituted / empowered

• to be constituted by the Board from time to time to

More Power to you 474

Notice

exercise its powers conferred by this resolution, be and is hereby authorized to do and perform all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable, and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

12. Material Related Party Transaction(s) between Tata Power Solar Systems Limited and Tata Power Green Energy Limited

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED that pursuant to Regulations 2(1)(zc), 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the Company's Policy on Related Party Transactions and based on the recommendation of the Audit Committee of Directors, consent of the Members be and is hereby accorded to the related party contract(s)/arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as detailed in the Explanatory Statement, to be entered into and/or carried out and/or continued with between two related parties of The Tata Power Company Limited (the Company) i.e. Tata Power Solar Systems Limited (TPSSL) and Tata Power Green Energy Limited (TPGEL), both subsidiaries of the Company, for an aggregate value not exceeding ₹ 1,520 crore during FY23, on such terms and conditions as may be agreed between TPSSL and TPGEL, subject to such contract(s)/arrangement(s)/transaction(s) being carried out at arm's length and in the ordinary course of business of TPSSL and TPGEL.

RESOLVED FURTHER that the Board, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution, be and is hereby authorized to do and perform all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable, and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

Integrated Annual Report 2021-22

13. Material Related Party Transaction(s) between Tata Power Solar Systems Limited and Walwhan Renewable Energy Limited

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED that pursuant to Regulations 2(1)(zc), 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the Company's Policy on Related Party Transactions and based on the recommendation of the Audit Committee of Directors, consent of the Members be and is hereby accorded to the related party contract(s)/ arrangement(s)/transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as detailed in the Explanatory Statement, to be entered into and/or carried out and/or continued with between two related parties of The Tata Power Company Limited (the Company) i.e. Tata Power Solar Systems Limited (TPSSL) and Walwhan Renewable Energy Limited (WREL), both subsidiaries of the Company, for an aggregate value not exceeding ` 1,285 crore during FY23, on such terms and conditions as may be agreed between TPSSL and WREL, subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm's length and in the ordinary course of business of TPSSL and WREL.

RESOLVED FURTHER that the Board, which term shall be deemed to include any Committee constituted / empowered

/ to be constituted by the Board from time to time to exercise its powers conferred by this resolution, be and is hereby authorized to do and perform all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable, and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

14. Material Related Party Transaction(s) between Tata Power Solar Systems Limited and Chirasthaayee Saurya Limited

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED that pursuant to Regulations 2(1)(zc), 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the Company's Policy on Related Party Transactions and based on the recommendation of the Audit Committee

More Power to you 475