Re: Proceedinqs and Votino Results of the

-+.
TI'
TATN
December 23, 2016
The General Manager, Listing
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai - 400 001
Scrip Code: 500770
Department
The Manager, Listing Department
National Stock Exchange of lndia Limited
Exchange Plaza
Bandra-Kurla Complex
Bandra (E)
Mumbai 400 051
Svmbol: TATACHEM
Dear Sirs,
Re: Proceedinqs and Votino Results of the Extraordinarv General Meetinq of the
Companv held on December 23. 2016
The Extraordinary General Meeting (EGM) of the Company was held on December 23,2016 at
3.00 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines,
Mumbai 400 020. The EGM was convened at the requisition of Tata Sons Limited, Promoter
and Principal Shareholder of the Company.
The following resolutions were considered at the meeting:
i.
Removal of Mr. Nusli N. Wadia as Director
ii.
Appointment of Mr. Bhaskar Bhat as a Director of the Company
iii.
Appointment of Mr. S. Padmanabhan as a Director of the Company
ln this regard, please find enclosed following disclosures:
i.
Summary of proceedings of the EGM, as required under Regulation 30, Part A of
Schedule lll of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI LODR Regulations) (Annexure A).
ii.
Voting results in respect of the business conducted at the EGM, as required under
Regulation 44(3) of the SEBI LODR Regulations (Annexure B) along with the
Scrutinizer's Report pursuant to Section 108 of the Companies Act, 2013 and the
rules framed thereunder (Annexure C) respectively. The same is also uploaded on
the Company's website at www.tatachemicals.com and on the National Securities
Depository Limited website at [email protected] .
Further, as already informed to the stock exchanges vide our letter dated December 17,2016,
the Hon'ble Bombay High Court has on December 16, 2016 in the matter of Mr. Janak
Mathuradas & Ors against Union of lndia & Ors (Tata Chemicals Limited being Defendant No.
4) ordered that the resolution passed at the EGM with regard to the removal of Mr. Nusli
N.
Wadia as a Director of the Company, shall be subject to the orders passed by the Court at the
TATA
lel
CHEMICALS LIMITED
Bombay House 24 Homi Mody Street Fort Mumbai4O0 001
91 22 6665 A2A2 Fax 91 22 6665 81 41/44 www.tata.hemicals.com
CIN : L24239MHl 939PLCoo2893
qt
.-\
TATA
interim stage and also, untll further orders, one seat among the Directors permissible under the
Articles of Association of the Company will remain unfilled.
The above is for the information of the investors and for your records.
Yours faithfully,
Encl: As Above
q,
^-.
TATA
Annexure A
Summary of proceedings of the Extraordinary General Meeting
An Extraordinary General Meeting (EGM) of the Members of Tata Chemicals Limited ('the Company')
was held on Friday, December 23,2016 at 3:00 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas
Thackersey Marg, New Marine Lines, Mumbai- 400020.
Mr. Nasser Munjee (Chairman of the Audit Committee) chaired the EGM. The requisite quorum being
present, the Chairman called the meeting to order. All the Directors, except Mr. Nusli N. Wadia and Ms.
Vibha Paul Rishi, attended the Meeting. ln his opening remarks, the Chairman informed that the EGM
of the Company had been called on the Requisition and Special Notice dated November 10,2016
issued by Tata sons Limited, Promoter of the company holding 19.35% of the paid up Equity capital of
the company, pursuant to section 100(2xa) and other applicable provisions of the companies Act,
2013 ('the Act') for the removal of Mr. cyrus P. Mistry and Mr. Nusli N. Wadia as Directors of the
Company. Additionally, the Company had also received a Notice under Section 160 of the Act from
Tata So;s Limited dated November 16, 20'16 stating its intention to propose the candidature of Mr.
Bhaskar Bhat and Mr. S. Padmanabhan for the office of Directors of the Company alongwith the
deposits as prescribed. The Company had also received representations dated December 5, 20'16 and
December 14,2016 frcm Mr. Cyrus P. Mistry and Mr. Nusli N. wadia respectively. Notice convening
the EGM and the representations made by the two Directors in terms of Section 169(4) of the Act were
circulated to the Members of the Company. With the permission of the Members, the Notice convening
the EGM and the written representations of Mr. Cyrus P. Mistry and Mr. Nusli N. Wadia were taken as
read.
The Chairman further stated that Mr. Cyrus P. Mistry had resigned on December 19, 2016 and various
formalities pertaining thereto had been completed on the same day. The resolution pertaining to the
removal of Mr. Cyrris p. Mistry as Director, had become infructuous and was dropped and only the
business under resolution nos. 2 (Removal of Mr. Nusli N. Wadia as Director of the Company), 3
(Appointment of Mr. Bhaskar Bhat as a Director of the company) and 4 (Appointment of lvlr. s.
iadmanabhan as a Director of the Company) in the Notice of the EGM were taken up at the meeting
Mr. Wadia was not present and as per his request, his letler dated December 22,2016 addressed to
the Members was read out by the company secretary. on an invitation by the chairman, Mr. lshaat
Hussain representing the requisitionist, Tata Sons Limited, spoke at the meeting clarifying certain
issues raised by Mr. Wadia.
The Chairman informed the Members that the facility of remote e-voting was made available to the
Members during the period from December 20, 2016 to December 22, 2016 and the facility for
electronic voting-was provided at the Meeting. The Chairman then informed that Mr. P. N. Parikh of M/s.
parikh & AssoJates, practicing Company Secretaries (Membership No. FCS 327), was appointed as
the Scrutinizer to conduct the iemote e-voting and electronic voting at the Meeting in an independent
and fair manner. The procedure for electronic voting at the Meeting was explained by the Company
Secretary. The Chairman informed that the Members who were present at the Meeting but had not cast
their votes by remote e-voting may cast the votes at the EGM
The Chairman then invited the Members to speak at the EGM on the items of business proposed to be
lransacted. The Members spoke and relevant queries from the Members were replied by the Chairman
The chairman thanked the Members for attending and participating in the EGM and requested the
Members to continue voting. Seeking their leave, the Chairman authorised the Company Secretary to
oversee the voting process, acceptlhe Scrutinizels Report atongwith the Managing Director of the
Company and announce the results within the prescribed period.
After giving opportunity to the Members present to cast their vote, the company secretary announced
the cl'osur6 oi ttre voiing. The Scrutinize/s Report was received on the same date and as set out
therein the said resolutions were passed with the requisite majority.
Yours faithfully,
r Ta.ta Chf micals Limited
General Counsel & Company Secretary
qTP
TATA
ANNEXURE B
TATA CHEM:CALS L!M:TED
Voting Results of the Extraordinary General Meeting
December 23,2016
Date of Extraordinary General Meeting
Total number of shareholders as on record date
Number of shareholders present in the meeting either in person or
through proxy
1,83,887
908
6
Promoter and Promoter Group
902
Pub c
Number of shareholders attended the meeting through Video
Promoter and Promoter
G
None
None
roup
None
Public
For Tata Chemicals Limited
ヽ
Rajiv Chandan
General Counsel & Company Secretary
TATA CHEM!CALS LIMiTED
Bombay House 24 Homi Mody street FOrt i4umba1 400 001
― wiatachemicals com
Te1 91 22 6665 8282 Fax 91 22 6665 8143/“
CtN:L24239MH1939PLC002893
qTP
TATA
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〓 ■
PARIKH&ASSOCIATES
COⅣIPANY
SECRETARIES
Office
frxNexuag C
:
111, 11th Floor, Sai-Dwar CHS Ltd,
Sab TV Lane, Opp Laxmi lndustrial Estate
Off Link Road, Above Shabari Restaurant.
Andheri (W), Mumbai : 400 053
rel. : 26301232 I 26301233 I 26301240
Email : [email protected]
[email protected]
To,
The Chairman of the Exhaordinary General Meeting
Tata Chemicals Limited
Bombay House, 24 Homi Mody Street,
Fort, Mumbai - 400001
Dear Sir,
Sub: Consolidated Scrutinizer's Report on e-voting conducted pursuant to the Provisions of
Section 108 of the Companies Act, 2013 read with RuIe 20 of the Companies (Management and
Administration) Rules,2014 as amended by Companies (Management and Administration)
Amendment Rules, 2015and electronic voting at the Extraordinary General Meeting of Tata
Chemicals Limited held on Friday, December 23,2m6 at 3.00 P'm.
I, P. N. Paril<h of M/s. Parikh& Associates, Practicing Company Secretaries, had been apPointed as
the Scrutinizer by the Board of Directors of Tata Chemicals Limited, Pursuant to Section 108 of the
Companies AcL 2013 ("the Act") read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 as amended to conduct the remote e'voting Process and the electronic
voting process at the meeting in respect of the below mentioned resolutions.
The Notice dated November 22,20'16 along with statement setting out material facts under Section
1O2 of the Act was sent to the Shareholders in respect of the below mentioned lesolutions.
The Companl'had availed the remote e-voting facility offered by National Securities DePository
Limited (NSDL) for conducting remote e-voting by the Shareholders of the Company.
The Compary had also provided elechonic voting facility to the shareholders present at the EGM ard
who had not cast their vote earlier through remote e-voting facility. The shareholders of t}le company
holding shares as on the "cut-off" date of December 16, 2016 were entitled to vote on the resolution as
contained h the Notice of the EGM.
The voting period for remote e-voting commenced on Tuesday, December 2O 2016 at 09:00 a.m. (lST)
and ended on Thursday, December 22,2076 at 05.00 p.m. (lST) and the NSDL e-voting platform was
blocked thereafter.
After the closure of the electronic voting at the EGM, the report on votinS done at the meetinS was
generated in my presence and the same was diligently scrutinized.
The votes cast under remote e-voting facility were thereafter unblocked in the presence of two
witnesses who were not in the employment of the company and after the conclusion of the votinS at
the EGM, the votes cast thereunder were counted.
I have scrutinized and reviewed the remote e-voting and votes tendered therein based on the data
downloaded from the National securities Depository Limited (NSDL) e-voting system al1d electronic
voting system at the EGM.
I now submit my consolidated Report as under on the result of the remote e-voting and electronic
voting at the EGM in respect of the said Resolution.
Continuation Sheet
Resolution 1: Ordinary Resolution
-RESOLVED THAT pursuant to the provisions of Section 169 and other applicable provisions of the
Companies Act,2013, and the Rutes framed thereunder, Mr. Cyrus P. Mistry (Director Identification
Number 00010178) be and is hereby removed from the office of Director of the company with effect
from the date of this meeting."
tle resignfltion of Mr. Cyrus Mistry
1.9, 2016, the renlution for his remoaal has
The Chairman of the meeting announced that in uisl1t of
as Directot of
tlu
Company effectioe December
become infructuous nnd has been ilropped. Hence, no uoting
place at the rueeting and
tle
result of refiote e-aoting
for this item of the agendn
for the same
took
has not been proaided
in
the report.
Resolution 2 Ordinary Resolution
-RESOLVED THAT pursuant to the provisions of Section 169 and other apPlicable provisions of the
Companies Act, 2013, and the Rules ftamed thereurder, Mr. Nusli N. Wadia (Dilector Identification
Number 00015731) be and is hereby removed from the office of Director of the Company with effect
from the date of this meeting."
(i) Voted in favour of the resolution:
Number of members voted
Nurnber of valid votes cast bY
% of total number of
them
cast
75.67
77,28,24,179
9L
valid votes
(ji) Voted against the resolution:
Number of valid votes cast
Number of members voted
bY
them
3.62,81 ,"129
(iii) Invalid votes:
Number of members
whose
Number of votes cast bY them
votes were declared invalid
14
% of total number of
valid votes
cast
1′ 73′
082
24.33
Continuarton Sheet
Resolution 3: Ordinary Resolution
"RESOLVED THAT Mr. Bhaskar Bhat(Dtector tdentification Nuurber 0014878) in resPect of whom
the Company has received a notice in writing from a member under Section 160 of the Companies
Act, 2013 proposing his candidature for the office of Director, and who is eligible for aPPointurent as a
Director, be and is hereby appointed a Director of the ComPany liable to retire by rotation "
(i) Voted in favour of the resolution:
Number of members voted
Number of valid votes cast by
% of total number of
them
cast
79.26
73,55,86,857
995
valid votes
(ii) Voted against the resolution:
Number of members voted
290
Number of valid votes cast by
% of total number of
them
cast
3,54,73,395
(iii) Invalid votes:
Number of members
whose
Number of votes cast by them
votes were declared invalid
14
"1,73,082
valid votes
20.74
Continuation Sheet
Resolution 4: Ordinary Resolution
'RESOLVED THAT Mr. S. Padmanabhan (Director Identification Number 0030629) h resPect of
whom the Company has received a notice in writing from a member under Section 160 of the
Companies Act, 2013 proposing his candidature for the office of D ector, and who is eligible for
appointment as a Director, be and is hereby aPPointed a Director of the Company liable to retire by
rotation."
(i) Voted in favour of the resolution:
Number ofrnenlbers voted
of total number of valid votes
Number of valid votes cast by
%
them
caSt
8929
15,27,47,399
1,015
(ii) Voted against the resolution:
Number of members voted
Number of valid votes cast by
% of total number of
them
cast
valid votes
1071
-t,83,26,860
273
(iii) Invalid votes:
Number
of
members whose
Number of votes cast bY them
votes were declared invalid
-1,63,732
FOrl隕議 CHEMiC.
Practising ComPanY Sectetaiies
FCS: 327 CP No.: 1228
1'11,11th Floor, Sai Dwar CHS Ltd
Sab TV Lane, OPP.Laxmi lndl. Estate,
Off Link Road, Above Shabari Restaurart,
Andheri West, Mumbai - 400053
Place: Mumbai
Dated: December 23, 2016
4

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