TATA TELESERVICES LIMITED
NOTICE
NOTICE IS HEREBY GIVEN THAT AN EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF TATA
TELESERVICES LIMITED WILL BE HELD ON MONDAY, MARCH 9, 2015 AT 11.00 A.M. AT CONFERENCE
ROOM, BOMBAY HOUSE, 4TH FLOOR, 24, HOMI MODY STREET, FORT, MUMBAI – 400 001 TO
CONSIDER AND TRANSACT THE FOLLOWING BUSINESS:
SPECIAL BUSINESS:
1. To consider and, if thought fit, to pass, with or without modification(s), if any, the following as a
Special Resolution:
“RESOLVED THAT pursuant to the applicable provisions, if any, of the Companies Act, 2013 (‘the Act’)
or any statutory modification(s) thereof and Rules framed thereunder and the Articles of Association
(‘AOA’) of the Company, out of the existing 2,65,00,00,000 (Two Hundred Sixty Five Crores)
unclassified shares of Rs. 10/- (Rupees Ten Only) each, 2,02,00,00,000 (Two Hundred Two Crores)
unclassified shares of Rs. 10/- (Rupees Ten Only) each be classified into 2,02,00,00,000 (Two Hundred
Two Crores) Compulsorily Convertible Non Cumulative Preference Shares (‘CCPS’) of Rs. 10/- (Rupees
Ten Only) each.
RESOLVED FURTHER THAT pursuant to the provisions of Sections 61 of the Act and other applicable
provisions, if any, of the Act and any statutory modification(s) thereof and any Rules framed
thereunder and AOA of the Company, every 10 (Ten) CCPS of Rs. 10/- (Rupees Ten Only) each be
consolidated into 1 (One) CCPS of Rs. 100/- (Rupees Hundred Only) each and consequently the
aforesaid 2,02,00,00,000 (Two Hundred Two Crores) CCPS of Rs. 10/- (Rupees Ten Only) each be
consolidated into 20,20,00,000 (Twenty Crores Twenty Lakhs) CCPS of Rs. 100/- (Rupees Hundred
Only) each.
RESOLVED FURTHER THAT pursuant to the provisions of Section 13 of the Act and other applicable
provisions, if any, of the Act or any statutory modification(s) thereof and Rules framed thereunder,
the existing Clause V of the Memorandum of Association of the Company be replaced with the
following new Clause V:
‘V. The Authorised Share Capital of the Company is Rs. 1,50,00,00,00,000 divided into 7,51,36,82,100
Equity Shares of Rs 10/- each, 83,63,17,900 Redeemable Non cumulative Convertible Preference
Shares of Rs 10/- each, 1,50,00,00,000 Preference Shares of Rs 10/- each, 45,20,00,000
Compulsorily Convertible Non Cumulative Preference Shares of Rs. 100/- each and 63,00,00,000
unclassified shares of Rs 10/- each, with the power to Board to classify the unclassified shares
into several classes/kinds, or vice versa, including without limitation, Equity Shares, both with
voting rights or differential rights as provided in Section 43 of the Companies Act, 2013 or any
statutory modification or re-enactment thereof, and to determine, vary, modify or abrogate the
terms and conditions as to dividend, period of redemption of the Preference Shares, and such
other rights, privileges of conditions in such manner as may from time to time be permitted by
law or provided by the Articles of Association of the Company for the time being.’
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TATA TELESERVICES LIMITED
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts,
deeds and things and execute all such documents and writings, as it may in its absolute discretion
deem necessary or incidental thereto including paying such fees and incurring such expenses in
relation thereto as it may deem appropriate and to file such documents, forms, etc, as required with
the regulatory/statutory authorities and authorise the officials of the Company for the aforesaid
purpose, as may be deemed fit.”
2. To consider and, if thought fit, to pass, with or without modification(s), if any, the following as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 55, 62 and other applicable provisions, if
any, of the Companies Act, 2013 (‘the Act’) read with Rule 9 of the Companies (Share Capital and
Debentures) Rules, 2014 (‘Rules’) framed thereunder, as may be amended from time to time, the
provisions of the Foreign Exchange Management Act, 1999 (the ‘FEMA’) read with Foreign Direct
Investment Policy of India (‘FDI Policy’), RBI guidelines issued from time to time and the
Memorandum and Articles of Association of the Company and any rules, regulations/guidelines, if
any, prescribed by any relevant authorities from time to time, to the extent applicable and subject to
such other approvals, permissions and sanctions, as may be necessary and subject to such terms,
conditions and modifications as may be considered necessary by the Board of Directors (hereinafter
referred to as the ‘Board’ which term shall be deemed to include any Committee thereof or any other
person(s) for the time being exercising the powers conferred on the Board by this Resolution) or as
may be prescribed or imposed while granting such approvals, permissions and sanctions which may
be agreed to by the Board, the consent of the Company be and is hereby accorded to the Board to
invite/offer, issue and allot 20,20,00,000 – 0.1% Compulsorily Convertible Non Cumulative Preference
Shares (‘CCPS’) of Rs. 100/- each, aggregating to Rs. 20,20,00,00,000, in one or more tranche(s), for
cash at par, on a Rights Basis to such holders of equity shares of the Company in proportion, as nearly
as circumstances admit, to the paid up share capital on those shares and whose names shall appear
on the Register of the Members as on the Record Date to be decided by the Board;
RESOLVED FURTHER THAT in accordance with the provisions of Section 43 of the Act, the each CCPS
shall:
a) carry a preferential right vis-à-vis Equity Shares of the Company with respect to payment of
dividend and repayment in case of a winding up or repayment of capital;
b) be non-participating in the surplus funds;
c) be paid dividend on a non-cumulative basis;
d) be compulsorily converted into such number of equity shares of Rs. 10 each at the higher of :
(i) Fair Market Value determined as on the date of the conversion subject to cap of Rs. 19
per equity share; or
(ii) Rs. 10/- per equity share (being the Face Value of the equity shares)
at the option of the CCPS holder at any time after three months from the date of allotment of
CCPS but not later than thirty-six months from the date of allotment.
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TATA TELESERVICES LIMITED
e) have voting rights only in respect of certain matters as per the provisions of Section 47(2) of
the Act;
RESOLVED FURTHER THAT the Board be and is hereby authorized to determine size of each
tranche(s), rights entitlement ratio, timing of the offer and various other matters in respect thereof
and to settle any question, doubt or difficulty which may arise in regard to the offers or allotment and
to do all such acts, deeds, matters and things as may be considered necessary, expedient, usual or
proper to give effect to aforesaid resolutions.”
3. To consider and if thought fit, to pass with or without modification(s), the following resolution as a
Special Resolution:
“RESOLVED THAT in furtherance to the resolution passed by the Company at the Extra-Ordinary
General Meeting held on March 28, 2014 and pursuant to Sections 196, 197, 198, 203 and other
application provisions, if any, of the Companies Act, 2013 (‘the Act’) read with Schedule V to the Act
or any statutory modification(s) thereof and Rules framed thereunder and any other applicable laws
and regulations, if any, and the Articles of Association of the Company and subject to the approval
the Central Government / Ministry of Corporate Affairs and such other approvals, as may be
necessary, approval of the Company be and is hereby accorded for re-appointment of Mr. Srinath
Narasimhan (DIN 00058133) as Managing Director of the Company for the period starting from April
1, 2014 to January 31, 2017 on the terms and conditions including remuneration as set out in the
Explanatory Statement annexed to the Notice convening this Extra-Ordinary General Meeting, with
liberty to the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term
shall be deemed to include any Committee thereof or any other person(s) for the time being
exercising the powers conferred on the Board by this Resolution) to alter, revise and vary the terms
and conditions of the said reappointment including the remuneration from time to time.
RESOLVED FURTHER THAT during the tenure of the Mr. Srinath Narasimhan, in any financial year
wherein the Company has no profits or its profits are inadequate, the Company shall pay
remuneration by way of Salary, Performance Pay, Perquisites and Allowances as may be approved by
the Board from time to time for each year as set out in the Explanatory Statement.
RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be
necessary to give effect to this resolution.”
Registered Office:
10th Floor, Tower I, Jeevan Bharati,
124, Connaught Circus,
New Delhi – 110 001
CIN: U74899DL1995PLC066685
Website:www.tatateleservices.com
e-mail: [email protected]
Tel: +91 22 6667 1414
Fax:+91 22 6610 6175
Place: Mumbai
Date: February 13, 2015
By order of the Board
For and on behalf of
Tata Teleservices Limited
Bhaskar Chandran
President - Legal, Regulatory &
Company Secretary
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TATA TELESERVICES LIMITED
NOTES FOR MEMBERS’ ATTENTION
A. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY
TO ATTEND AND VOTE ON POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.
The instrument appointing a Proxy should however be deposited at the Registered Office of the
Company not less than forty-eight hours before the commencement of the meeting.
B. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, is annexed hereto
and forms part of this Notice.
C. Voting through Electronic Means:
In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed
thereunder, the Members are provided with the facility to cast their vote electronically, through the
e-voting services provided by National Securities Depository Limited (NSDL), on all resolutions set
forth in this Notice.
a) In case a Member receives an email from NSDL [for members whose email IDs are registered with
the Company/Depository Participants(s)]:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
Open email and open PDF file viz; “TTSL-evoting.pdf” with your Client ID or Folio No. as
password. The said PDF file contains your user ID and password/PIN for e-voting. Please
note that the password is an initial password.
Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/
Click on Shareholder – Login
Put user ID and password as initial password/PIN noted in step (i) above. Click Login.
Password change menu appears. Change the password/PIN with new password of your
choice with minimum 8 digits/characters or combination thereof. Note new password. It
is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential.
Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.
Select “EVEN” of Tata Teleservcies Limited.
Now you are ready for e-voting as Cast Vote page opens.
Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”
when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
Once you have voted on the resolution, you will not be allowed to modify your vote.
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 authorized signatory(ies) who are
authorized to vote, to the Scrutinizer through e-mail to [email protected] with
a copy marked to [email protected]
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TATA TELESERVICES LIMITED
b) In case a Member receives physical copy of the Notice of this meeting [for members whose
email Ids are not registered with the Company/Depository Participants(s) or requesting
physical copy]:
(i) Initial password is provided as below:
EVEN
(E Voting Event Number)
USER ID
PASSWORD/
PIN
(ii) Please follow all steps from Sr. No. (a)(ii) to Sr. No. (a)(xii) above, to cast vote.
c) Other instructions
(i)
The e-voting period commences on Tuesday, March 3, 2015 (9.00 A.M.) and ends on
Thursday, March 5, 2015 (6.00 P.M.). During this period shareholders’ of the
Company, holding shares either in physical form or in dematerialized form, as on the
cut-off date of February 6, 2015, may cast their vote electronically. The e-voting
module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution
is cast by the shareholder, the shareholder shall not be allowed to change it
subsequently.
(ii)
The voting rights of Members shall be in proportion to their shares in the paid up
equity share capital of the Company.
(iii)
Ms. Dipti A. Mehta, Partner, M/s. Mehta & Mehta, Practicing Company Secretaries,
has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and
transparent manner.
(iv)
The Scrutinizer shall, within a period not exceeding three working days from the
conclusion of the e-voting period, unblock the votes in the presence of at least two
witnesses not in the employment of the Company and make a Scrutinizer's Report of
the votes cast in favour or against, if any, forthwith to the Chairman of the Company.
(v)
The results declared along with the Scrutinizer's Report shall be placed on the
Company's website www.tatateleservices.com and on the website of NSDL
www.evoting.nsdl.com within two days of the passing of the resolutions at this ExtraOrdinary General Meeting of the Company to be held on March 9, 2015.
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TATA TELESERVICES LIMITED
(vi)
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for
Shareholders and e-voting user manual for Shareholders available at the Downloads
section of www.evoting.nsdl.com
(vii)
If you are already registered with NSDL for e-voting then you can use your existing
user ID and password/PIN for casting your vote.
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TATA TELESERVICES LIMITED
ANNEXURE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 1
The Company is in need of funds to finance the cash losses and for general corporate purposes of the
Company. Hence, it is proposed to raise additional equity of Rs. 2020 Crores by way of issue of
Compulsorily Convertible Non Cumulative Preference Shares (‘CCPS’) of face value of Rs. 100/- each, in
one or more tranche(s) on a Rights Basis to its equity shareholders.
Presently the authorised share capital of the Company includes 2,65,00,00,000 (Two Hundred and Sixty
Five Crores) unclassified shares of face value of Rs. 10/- each. In view of the proposed rights issue of CCPS
of Rs. 100/- each, it is required to classify 2,02,00,00,000 (Two Hundred Two Crores) un-classified shares
of face value of Rs. 10/- each into 2,02,00,00,000 (Two Hundred Two Crores) CCPS of face value of Rs.
10/- each and consolidate 10 newly classified CCPS of Rs. 10/- each into 1 CCPS of Rs. 100/- each pursuant
to provisions of Section 61 of the Companies Act, 2013 (the Act) and other applicable provisions of the
Act or any statutory modification(s) thereof and Articles of Association of the Company. Further, Clause V
of the Memorandum of Association of the Company is proposed to be altered pursuant to the provisions
of Section 13 of the Companies Act, 2013 (‘the Act’).
Section 13 read with Section 61 of the Act requires a company to obtain the approval of the Shareholders
for alteration of Clause V of Memorandum of Association and consolidation of share capital.
Memorandum of Association of the Company is available for inspection by the members at the
Registered Office of the Company during business hours on any working day upto the date of the Meeting
and will be kept open at the place of the meeting during the continuation of the meeting.
The Directors commend the Resolution at Item No. 1 of the accompanying Notice, for the approval of the
Members of the Company.
None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested
in the proposed resolution.
Item No. 2
The Board of Directors at its meeting held on February 3, 2015, had approved the offer and issuance of
20,20,00,000 – 0.1% Compulsorily Convertible Non Cumulative Preference Shares (‘CCPS’) – Series II of
Rs. 100/- each, aggregating Rs. 20,20,00,00,000 for cash at par, in one or more tranche(s) on a Rights
Basis to the equity Shareholders of the Company.
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TATA TELESERVICES LIMITED
Section 55 of the Act read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014
(‘Rules’) framed there under, inter alia, requires a company to obtain the prior approval of the
Shareholders, by way of a Special Resolution for issuance of preference shares.
Accordingly, the approval of the Members is being sought, by way of a Special Resolution, to offer and
issue, in one or more tranche(s), Compulsorily Convertible Non- Cumulative Preference Shares (‘CCPS’) at
par on a Rights Basis.
A statement of disclosures as required under Rule 9(3) of the Companies (Share Capital and Debentures)
Rules, 2014 and the terms of issue of the CCPS, are as under:
(a)
the size of the issue and number of 20,20,00,000 – 0.1% Compulsorily Convertible Non
preference shares to be issued and Cumulative Preference Shares (‘CCPS’) – Series II of Rs.
nominal value of each share
100/- each, aggregating Rs. 20,20,00,00,000 in one or
more tranche(s)
(b) the nature of such shares i.e. Non-cumulative,
Non-participating
Convertible
cumulative or non - cumulative, Preference shares
participating or non - participating ,
convertible or non – convertible
(c) the objectives of the issue;
To finance the cash losses of the Company and for
general corporate purposes
(d) the manner of issue of shares
Rights Basis
(e) the price at which such shares are At par
proposed to be issued;
(f) the basis on which the price has been Not applicable as shares are being issued at par
arrived at;
(g) the terms of issue, including terms and The shares shall carry a fixed non-cumulative dividend at
rate of dividend on each share, etc.;
a rate of 0.1% on the capital for the time being paid-up
thereon
(h) the terms of redemption, including the Each CCPS shall be compulsorily converted into such
tenure of redemption, redemption of number of equity shares of Rs. 10 each at the higher of:
shares at premium and if the (a) Fair Market Value determined as on the date of the
preference shares are convertible, the conversion subject to cap of Rs. 19 per equity shares; or
terms of conversion;
(b) Rs. 10/- per equity share (being the Face Value of the
equity shares)
Such conversion shall be at the option of the investor at
any time after three months from the date of allotment
of shares but not later than thirty-six months from the
date of allotment.
(i) the manner and modes of redemption; Not applicable since CCPS are not redeemable.
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TATA TELESERVICES LIMITED
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
the current shareholding pattern of the Equity Shareholding Pattern as on December 31, 2014:
company;
Category
% to Equity Capital
Foreign holding
35.91
Bodies corporate
63.61
Directors/Relatives
of
0.41
Directors
Other top 50 shareholders
0.07
Indian Public
0.00
Compulsorily Convertible Non- cumulative Preference
shareholding Pattern (CCPS) as on December 31, 2014
Category
% to CCPS Capital
Body Corporate
100
the expected dilution in equity share Nil, since the CCPS are issued on a Rights Basis to the
capital upon conversion of preference existing equity shareholders.
shares.
Minimum Subscription
Not applicable.
Renunciation of Rights
The rights entitlement of a shareholder can be
renounced fully or partly by a shareholder in favor of any
other person/s. Provided that any renunciation by a
Resident Shareholder to a Non Resident Shareholder
shall be subject to the prevailing FDI and/or FEMA
regulations/guidelines and such other applicable laws.
The onus of obtaining any such regulatory approvals
wherever required shall be on such Resident
Shareholder.
Transferability of CCPS
The CCPS shall be transferable, subject to provisions of
Articles of Association and applicable regulations,
including FDI and FEMA regulations/guidelines.
Payment Terms
The entire issue price of Rs. 100/- per CCPS shall be
payable upfront on application.
Variation in terms of CCPS
Any variation in the terms of the CCPS after allotment
thereof will be valid only if consented to by all holders of
the CCPS and in accordance with applicable provisions of
the Companies Act, 2013 or any statutory modification
thereof and Rules framed thereunder.
Fractional Shares
Fractional shares, if any, arising on conversion of CCPS
shall be rounded off to the next higher digit if equal to or
greater than 0.51 shares. Any fraction below 0.51 shares
shall be ignored.
Ranking of equity shares arising on The equity shares to be allotted on conversion of the
conversion
CCPS shall rank pari passu in all respects with the then
existing equity shares of the Company, and shall be
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TATA TELESERVICES LIMITED
(s)
subject to the Memorandum and Articles of Association
of the Company. The shares, if allotted, to NTT
DOCOMO, INC. under this issue shall not form part of the
Eligible Shares as defined under the Shareholders
Agreement dated 25th March 2009 between the
Company, Tata Sons Limited and NTT DOCOMO, INC.
Manner of issuance of CCPS and equity CCPS would be allotted in demat form and the equity
shares on conversion
shares arising on conversion shall also be issued in
demat form.
The issue of CCPS is in accordance with the provisions of the Articles of Association of the Company.
There is no subsisting default in the redemption of preference shares issued by the Company earlier or in
the payment of dividend due on those preference shares issued by the Company.
The Directors commend the Resolution at Item No. 2 of the accompanying Notice, for the approval of the
Members of the Company.
None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested
in the proposed resolution.
Item No. 3
The shareholders of the Company at their meeting held on March 28, 2014 had accorded their approval
for re-appointment of Mr. Srinath Narasimhan (hereinafter ‘Mr. Srinath’ / Appointee) as Managing
Director of the Company for a period of 3 years effective from February 1, 2014 and payment of
remuneration to him pursuant to Sections 269, 198, 309, 311 and other application provisions, if any, of
the Companies Act, 1956 (‘the Old Act’) read with Schedule XIII to the Old Act, subject to approval of
Central Government, Ministry of Corporate Affairs (MCA) and / or such other approvals as may be
necessary.
The Ministry of Corporate Affairs (MCA) has notified inter alia Sections 196, 197, 198, 203 of the
Companies Act, 2013 (‘the New Act/2013 Act’) and Schedule V to the Act with effect from April 1, 2014,
which correspond to above stated sections of the Old Act. Further, MCA vide notification dated July 23,
2014 has clarified that any resolutions approved or passed under the provisions of the Old Act during the
period from September 1, 2013 to March 31, 2014 can be implemented subject to the conditions that the
implementation of the resolution actually commenced before April 1, 2014 and that this transitional
arrangement will be available upto expiry of one year from the passing of the resolution or six months
from the commencement of the corresponding provision in the New Act, whichever is later.
Accordingly, the Board of Directors at their meeting held on November 10, 2014 re-approved the reappointment and payment of remuneration to the Managing Director with effect from the date from
which the relevant provisions of the 2013 Act have come into effect i.e. April 1, 2014 to January 31,
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TATA TELESERVICES LIMITED
2017. The terms and conditions of the re-appointment and remuneration remain unchanged from those
as approved earlier except to the extent of such terms as approved by the Nomination and Remuneration
Committee vide its circular dated September 22, 2014.
In view of the above consent of the members is again sought by the proposed resolution pursuant to
Sections 196, 197, 198, 203 of the New Act and Schedule V to the New Act for re-appointment of
Mr. Srinath as Managing Director of the Company for a period starting from April 1, 2014 (i.e, from the
date from which the relevant provisions of the New Act have come into effect) to January 31, 2017 and
payment of remuneration to him for the said period.
The main terms and conditions of the re-appointment of Mr. Srinath and remuneration payable to him
effective April 1, 2014 are as follows:
1. Remuneration:
a. Basic Salary
Rs. 6,00,000 per month in the scale of Rs. 5,00,000 to Rs. 10,00,000 per month with annual
increment as may be decided by the Board of Directors/Nomination and Remuneration
Committee based on the Appointee’s and the Company’s performance. The next annual
increment will be due on April 1, 2015. [The Nomination and Remuneration Committee vide its
Circular dated September 22, 2014 approved increase in the Basic Salary from Rs. 5,30,000 per
month to Rs. 6,00,000 per month with effect from April 1, 2014].
b. Benefits, Perquisites, Allowances
In addition to the Basic Salary referred to in 1 (a) above, Mr. Srinath shall be entitled to the
following Benefits, Perquisites and Allowances:
i.
Rent-free residential accommodation OR House Rent Allowance of 60% of basic salary.
ii. Hospitalisation, Transport, Telecommunication and other facilities:
a) Hospitalisation (coverage under Company Mediclaim Policy) and major medical expenses
for self, spouse and dependent (minor) children;
b) One Car, with driver provided, maintained by the Company for official and personal use.
c) Telecommunication facilities including telephones, broadband, internet, mobile and fax.
d) Housing Loan/Subsidy as per Rules of the Company.
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TATA TELESERVICES LIMITED
iii.
Other perquisites and allowances given below subject to a maximum of upto 80% of the
Basic Salary:
a. Compensatory/Composite Allowance
b. Leave Travel Concession / Allowance
c. Medical Allowance
58.34%
8.33%
8.33%
______
75.00%
d. Personal Accident Insurance) at actual
e. Club Membership fees
)
)
5.00%
______
80.00%
______
iv.
Contribution to Provident Fund, Superannuation Fund (or allowance currently equivalent to
15% of basic salary) or Annuity Fund Gratuity Fund as per Rules of the Company.
v.
The Appointee shall be entitled to leave in accordance with the Rules of the Company.
Privilege Leave earned but not availed by the Appointee is encashable in accordance with
the Rules of the Company.
c. Commission
Such remuneration by way of commission, in addition to the salary and perquisites and
allowances payable, calculated with reference to the net profits of the Company in a particular
financial year, as may be determined by the Board of the Company at the end of each financial
year, subject to the overall ceilings stipulated in Sections 196, 197, 198, 203 and any other
applicable provisions, if any, of the 2013 Act and the rules made thereunder (including any
statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule
V to the 2013 Act. The specific amount payable to the Appointee will be based on performance as
evaluated by the Board or a Committee thereof duly authorized in this behalf and will be payable
annually after the Annual Accounts have been adopted by the Shareholders at the Annual
General Meeting.
d. Incentive Remuneration
To be decided by the Nomination and Remuneration Committee at the end of each year based on
specified performance criteria and the Company’s performance.
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TATA TELESERVICES LIMITED
For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as
per Income-tax Rules, wherever applicable. In the absence of any such rules, perquisites and
allowances shall be evaluated at actual cost.
Company’s contribution to Provident Fund and Superannuation or Annuity Fund, to the extent
allowed under the Income Tax Act, gratuity payable as per the rules of the Company and
encashment of leave at the end of the tenure, shall not be included in computation of limits for
the remuneration or perquisites/allowances on the basis aforesaid.
2.
Minimum Remuneration
Notwithstanding anything to the contrary herein contained, where in any financial year during the
currency of the tenure of the Managing Director, the Company has no profits or its profits are
inadequate, the Company will pay remuneration by way of Salary, Performance Pay, Perquisites and
Allowances as may be finalized for each year as mentioned above.
3.
Other Terms and Conditions:
a) The terms and conditions of this re-appointment may be revised, altered and varied from time to
time by the Board/ Nomination and Remuneration Committee as it may, in its discretion deem
fit, subject to such approvals as may be required.
b) The appointment may be terminated by giving six months’ notice on either side or the Company
paying six months basic salary in lieu of such notice.
If at any time, Mr. Srinath ceases to be a Director of the Company for any cause whatsoever, his reappointment as Managing Director shall stand terminated forthwith and that if Mr. Srinath ceases to be
in the employment of the Company for any reason whatsoever, he shall also cease to be a Director of the
Company.
Mr. Srinath has served as Managing Director of Tata Teleservices Limited and earlier of Tata
Communications Ltd. He has received number of recognitions and awards in telecom sector for his
contribution to these organizations and to the industry.
Mr. Srinath is also Managing Director of Tata Teleservices (Maharashtra) Limited (TTML) and he does not
draw any remuneration from TTML.
Mr. Srinath aged 53 years, is a Mechanical Engineer from IIT (Chennai) and has a Management Degree
from IIM (Kolkata), specializing in Marketing and Systems. Mr. Srinath has over 28 years' experience
within the Tata Group, having held various positions in project management, sales and marketing, as well
as significant corporate functions in several Tata companies.
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TATA TELESERVICES LIMITED
Prior to his appointment as Managing Director of the Company, he was the Managing Director of Tata
Communications Limited.
He has been responsible for spearheading new projects in technology areas such as process automation
and control, computers and telecommunications.
Mr. Srinath is also a Director of Tata Communications Limited, Tata Business Support Services Ltd., Viom
Networks Ltd. and other companies.
The particulars required to be disclosed in the explanatory statement pursuant to sub clause (iv) of
paragraph (B) of section II of Part II Schedule V of the Act are given in Annexure – I.
The Directors commend the Resolution at Item No. 3 of the accompanying Notice, for the approval of the
Members of the Company.
Except Mr. Srinath, none of the Directors, Key Managerial Personnel or their relatives are in any way
concerned or interested in the proposed resolution.
Registered Office:
10th Floor, Tower I, Jeevan Bharati,
124, Connaught Circus,
New Delhi – 110 001
CIN: U74899DL1995PLC066685
Website:www.tatateleservices.com
e-mail: [email protected]
Tel: +91 22 6667 1414
Fax:+91 22 6610 6175
Place: Mumbai
Date: February 13, 2015
By order of the Board
For and on behalf of
Tata Teleservices Limited
Bhaskar Chandran
President - Legal, Regulatory &
Company Secretary
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TATA TELESERVICES LIMITED
Annexure – I
Disclosures Pursuant to sub clause (iv) of paragraph (B) of section II of Part II Schedule V of the
Companies Act, 2013
General Information
Nature of industry
Tata Teleservices Limited (‘the Company or TTSL’) operates
in the Telecommunication Services Industry.
The telecommunications sector plays a role much beyond
the 1.5% direct contribution to the national GDP; it
positively impacts ~ 960 Mn. of the Indian population.
The large investments made by the industry in the telecom
sector, increase in tariff and huge explosion of the data
traffic have brightened the prospects for this sector.
Consequently, the spectrum auctions held in February 2014
were a big success fetching the Government of India more
than Rs. 61,000 Crs. The implementation of the edicts of
the National Telecom Policy 2012 and clarity around
revised spectrum policies and expected M&A guidelines are
expected to further infuse renewed confidence in the
sector.
Today, India is one of the largest telecom networks in the
world. As of November 2014, there were more than 960
million telephone connections in the country of which 937
million were wireless connections. The national mobile
tele-density is around 75 per hundred. Urban Teledensity is
around 140% with presence of multiple SIMs while the rural
teledensity is around 45%. This highlights major growth
potential in rural areas. With much of the recent growth
coming in rural areas, Indian telecom companies have been
expanding their networks and are significantly increasing
their geographical coverage in rural India.
Date of commencement of commercial March 31, 1999
production
Financial performance based on given
indicators during the financial year ended Total Income
March 31, 2014
Expenses
Loss after Tax
EPS in Rs.
P/E Ratio
Total Assets
Accumulated Losses
Rs. Crores
10,484
16,650
6,166
(13.09)
23,329.12
24,296
Export performance and net foreign exchange The Company is licensed to offer services in 17 Circles. The
collaborations
incoming foreign calls are received through international
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TATA TELESERVICES LIMITED
long distance operators who receive the foreign exchange.
The Company thus has made no direct exports till date. The
Company has incurred foreign exchange outgo of Rs.
360.04 Crs. during the financial year 2013-14.
Foreign investments or collaborators, if any
As on December 31, 2014, Foreign equity holdings by NTT
DOCOMO, INC. constitute 26.5% of the paid-up equity
share capital of the Company and FIIs & FVCI holding
constitute 6.71% of the paid-up equity share capital of the
Company.
Information about Mr. Srinath, Managing Director
Background details
Mr. Srinath has over 28 years' experience within the Tata
Group, having held various positions in project
management, sales and marketing, as well as significant
corporate functions in several Tata companies.
Mr. Srinath has served as a Managing Director of Tata
Teleservices Limited and Tata Communications Ltd. Further
details are as set out in the Explanatory Statement to Item
No. 3 of the accompanying notice.
Past remuneration
Remuneration paid by the Company (for FY 2013-14): Rs.
2.88 Crores.
Recognition or awards
Mr. Srinath has received several recognitions and awards in
the telecom industry. He was named the ‘Telecom CEO of
the Year’ in Asia by the leading publishing group Telecom
Asia in the 2006 edition of their awards. The Institute of
Economic Studies (IES), a research oriented organisation,
conferred its Udyog Rattan Award on Mr. Srinath in 2006.
In 2008 and 2009, Mr. Srinath was named as the world’s
eighth most influential telecom personality by the Global
Telecoms Business magazine as well as the ‘Telecom Person
of the Year’ by the India-based Voice and Data magazine in
2008.
Job profile and his suitability
He has held senior positions and has rich management
experience. Prior to his appointment as Managing Director
of the Company, he was the Managing Director of Tata
Communications Limited. Since joining the Tata
Administrative Services in 1986, Mr. Srinath has held
positions in Project Management, Sales & Marketing, and
Management in different Tata companies over the last 27
years.
Under his leadership, Tata Communications was
transformed from a monopoly, public sector undertaking
into a global communications services provider.
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TATA TELESERVICES LIMITED
The Company is providing CDMA and GSM Services under
Tata Docomo brand. The Company is also providing 3G
services across 8 circles and has Pan India EVDO network.
The Company today has one of the most complete
portfolios of telecom services in the country, including
landline, wireline, voice, data and broadband services.
Mr. Srinath has all the requisite qualifications, experience
and attributes to meet the requirements.
Remuneration proposed
As detailed in the Explanatory Statement under Item No. 3
of the accompanying Notice convening the Extra-Ordinary
General Meeting.
Comparative remuneration profile with
respect to industry, size of the company,
profile of the company, profile of the position
and person (in case of expatriates, the relevant
details would be w.r.t. the country of origin)
The remuneration of the Managing Directors/CEOs of other
Telecom Companies of comparable size and business
profile is either almost equal or higher than the proposed
remuneration of the Appointee as per the information
available in the public domain.
The Appointee has held positions as Senior Executive and
Managing Directors of large companies and his proposed
remuneration is commensurate with his qualifications,
experience and challenges confronting the Telecom sector.
Pecuniary relationship directly or indirectly Apart from holding the offices of Director and Managing
with the company, or relationship with the Director of the Company, Mr. N. Srinath has no pecuniary
managerial personnel, if any
relationship with the Company.
Other Information
Reasons of loss or inadequate profits
Telecom projects by their nature have a long gestation and
the average break-even period even in developed
economies is around 7-8 years. TTSL’s project being located
in India is no different and the losses incurred by the
Company are in tune with the Company’s Business Plan
Projections. The Company’s losses can be attributed to two
major cost elements namely depreciation and finance
charges. The reasons for the huge depreciation is the large
investments made in creating the physical infrastructure in
the form of telephone exchanges, wired network and
customer premise equipment which are subject to
obsolescence due to rapid technology strides currently
being witnessed in the telecom equipment sector. The
reason for the high financial charges is due to substantial
loans availed by the Company to part-finance its capital
investments.
TTSL started full mobility business with CDMA technology
from the year 2005 and this business along with capital
gains has achieved profit before tax position.
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TATA TELESERVICES LIMITED
The Company launched GSM services in addition to CDMA
services in 2009-10. The Company has also launched 3G
services during the year 2010-11. These additional two lines
of business will have a lower gestation period of say 4-5
years as it would make use of some infrastructure created
for first line of business.
Steps taken or proposed to be taken for The Company has integrated CDMA and GSM services
improvement
across voice and data into a unified Brand – Tata Docomo.
Apart from the marketing efficiencies, the unified
architecture has helped create synergies in sales as well as
create opportunities for cross selling. Further, the Company
is focusing on high value customers by launching a series of
product and service offerings targeted at them. In
accordance with market dynamics, the Company also
revised its base tariffs which would further help in
improving revenue per minute and profitability.
Expected increase in productivity and profits in The Company is tracking the business plan and is expected
measurable terms
to be EBITDA positive in the current financial year. It is
expected to turn PBT positive in the next 3-4 years barring
unforeseen circumstances.
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TATA TELESERVICES LIMITED
TATA TELESERVICES LIMITED
Corporate Identification Number: U74899DL1995PLC066685
Registered Office: 10th Floor, Tower I, Jeevan Bharati,
124, Connaught Circus, New Delhi – 110 001
Tel: +91 22 6667 1414, fax: +91 22 6610 6175, Email: [email protected]
Website: www.tatateleservices.com
ATTENDANCE SLIP
Extra-Ordinary General Meeting on Monday, March 9, 2015 at 11.00 A.M.
Reg. Folio No. _________________DP ID * ___________________ Client ID * ________________
Name _____________ ___________________________________ __________________________
Address_______________________________________________________________________________
______________________________________________________________________________________
_______________________________________________________________________
I certify that I am a registered shareholder / proxy for the registered shareholder of the Company. I
hereby record my presence at the EXTRA-ORDINARY GENERAL MEETING of the Company at Conference
Room, Bombay House, 4th Floor, 24, Homi Mody Street, Fort, Mumbai – 400 001 on Monday, March 9,
2015 at 11.00 A.M.
Member’s/Proxy’s name in Block
Letters______________________________________________________
Member’s/Proxy’s
Signature________________________________________________________________
Note: Please fill in this slip and handover at the ENTRANCE.
*Applicable for shareholder(s) holding shares in electronic (dematerialized) form.
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TATA TELESERVICES LIMITED
Form No. MGT-11
PROXY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014)
TATA TELESERVICES LIMITED
Corporate Identification Number: U74899DL1995PLC066685
Registered Office: 10th Floor, Tower I, Jeevan Bharati,
124, Connaught Circus, New Delhi – 110 001
Tel: +91 22 6667 1414, fax: +91 22 6610 6175, Email: [email protected]
Website: www.tatateleservices.com
Extra-Ordinary General Meeting on Monday, March 9, 2015 at 11.00 A.M.
Name of the Member (s)
:
Registered address
:
E-mail Id
:
Folio No. /Client ID
:
DP ID
:
I/ We, being the holder (s) of _____________ equity shares of Tata Teleservices Limited, hereby appoint
1.
Name
:
Address
:
Email-id
:
Signature
:
or failing him/her
2.
Name
:
Address
:
Email-id
:
Signature
:
or failing him/her
3.
Name
:
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TATA TELESERVICES LIMITED
Address
:
Email-id
:
Signature
:
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra-Ordinary
General Meeting of the Company, to be held on Monday, March 9, 2015 at 11.00 A.M., at Conference
Room, Bombay House, 4th Floor, 24, Homi Mody Street, Fort, Mumbai – 400 001 and at any adjournment
thereof in respect of such resolutions set out in the Notice convening the meeting, as are indicated
below:
Resolution No(s).
1. Alteration in the Clause V of the Memorandum of Association.
2. Issue of Compulsory Convertible Non Cumulative Preference Shares on Rights basis.
3. Re-appointment and payment of remuneration to the Managing Director pursuant to the provisions
of the Companies Act, 2013.
Signed this __________ day of __________ 2015
Signature of Shareholder
____________________
Affix a
Revenue
Stamp of Re.
1/-
Signature of Proxy holder (s) __________________
Note: This Form in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the Meeting.
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