18
G TATA 3Q 1 h July, 2018. The Secretary, Listing Department BSE Limited P.J. Towers The Manager, Listing Department National Stock Exchange of India Limited Exchange Plaza, Plot No.C/1 Dalal Street Sandra (East) Mumbai 400 001. Mumbai 400 051. Scrip Code : 501 301 Code: TATAINVEST Dear Sir/Madam, Sub: Proceedings and Voting Results of the 81st Annual General Meeting (AGM) of Tata Investment Corporation Ltd. ('the Company') The 81st AGM of the Company was held today at 11-00 a.m. at the Walchand Hirachand Hall, Indian Merchants' Chamber, IMC Building, IMC Marg, Churchgate, Mumbai 400 020, to transact the following business as stated in the Notice dated 15th June, 2018, convening the AGM. In this regard, please find enclosed the following :- 1) Summary of the proceedings of the AGM of the Company as required under Regulation 30 read with Part A of Schedule - Ill of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') -Annexure A; 2) Voting results of the business transacted at the AGM, as required under Regulation 44(3) of the Listing Regulations -Annexure B; 3) The Scrutinizer's Report dated 30th July, 2018, pursuant to Section 108 of the Companies Act, 2013 read with Rules 20 of the Companies (Management and Administration) Rules, 2014- Annexure C. The Meeting concluded at 1.15 p.m. The Voting Results along with the Scrutinizer's Report is available on the Company's website at www. tatainvestment.com This is for your information and records. Yours faithfully, CORPORATION LIMITED CV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22 6665 7917 e-mail [email protected] website www.tatainvestment.com CIN L67200MH1 937PLC002622

TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

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Page 1: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

G TATA

3Q1h July, 2018.

The Secretary, Listing Department BSE Limited P.J. Towers

The Manager, Listing Department National Stock Exchange of India Limited Exchange Plaza, Plot No.C/1

Dalal Street Sandra (East) Mumbai 400 001. Mumbai 400 051.

Scrip Code : 501 301 Code: TATAINVEST

Dear Sir/Madam,

Sub: Proceedings and Voting Results of the 81st Annual General Meeting (AGM) of Tata Investment Corporation Ltd. ('the Company')

The 81st AGM of the Company was held today at 11-00 a.m. at the Walchand Hirachand Hall, Indian Merchants' Chamber, IMC Building, IMC Marg, Churchgate, Mumbai 400 020, to transact the following business as stated in the Notice dated 15th June, 2018, convening the AGM.

In this regard, please find enclosed the following :-

1) Summary of the proceedings of the AGM of the Company as required under Regulation 30 read with Part A of Schedule - Ill of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') -Annexure A;

2) Voting results of the business transacted at the AGM, as required under Regulation 44(3) of the Listing Regulations -Annexure B;

3) The Scrutinizer's Report dated 30th July, 2018, pursuant to Section 108 of the Companies Act, 2013 read with Rules 20 of the Companies (Management and Administration) Rules, 2014- Annexure C.

The Meeting concluded at 1.15 p.m.

The Voting Results along with the Scrutinizer's Report is available on the Company's website at www. tatainvestment.com

This is for your information and records.

Yours faithfully, TAT~MENT CORPORATION LIMITED

( MANO~R CV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY

Encls:

TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22 6665 7917 e-mail [email protected]

website www.tatainvestment.com CIN L67200MH1 937PLC002622

Page 2: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

G TATA

ANNEXURE A Summary of proceedings of the 8151 Annual General Meeting

The 81st Annual General Meeting (AGM) of Tata Investment Corporation Limited ('the Company') was held today, i.e. Monday, 30th July, 2018 at 11-00 a.m. at the Walchand Hirachand Hall, Indian Merchants' Chamber, fMC Building, fMC Marg, Churchgate, Mumbai 400 020.

Mr. Noel N. Tata chaired the Meeting. All the Directors of the Company as on date of the Meeting were present at the meeting (including Mr. H.N. Sinor, Chairman of the Audit Committee, Mr. Zubin Dubash, Chairman of the Nomination & Remuneration Committee and Mr. F.N. Subedar, Chairman of the Stakeholders' Relationship Committee). The Representatives of Kalyaniwalla & Mistry LLP., Statutory Auditors, were also present at the meeting. After declaring the requisite quorum to be present, the Chairman called the Meeting to order.

With the consent of the Shareholders present at the meeting, the Notice convening the AGM and the Auditor's Report for the year ended 31st March, 2018 were taken as read. The Chairman then made his opening remarks with respect to Company's performance, Global I Domestic Economic conditions and future outlook.

The Chairman informed the Members that in compliance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('the Listing Regulations'), the Company has provided to the Members the facility to cast their vote through remote e-voting. Further, the Chairman informed the Members that the facility of voting through Ballot is also made available at the venue of the Meeting for Members who have not cast their vote through the remote e-voting.

The Chairman informed the Members, that the Board of Directors appointed Mr. Mitesh Dhabiliwala of Parikh & Associates, Practicing Company Secretaries, as the Scrutinizer to scrutinize the remote e-voting process as well as the e-voting to be conducted at the venue of the AGM.

The Chainnan informed the Members about the business to be transacted at the meeting. As per Notice dated 151h June, 2018, convening the 81 51 AGM of the Company, the following business were transacted at the Meeting. The following Resolutions set out in the Notice convening the Annual General Meeting were proposed and seconded by members and the voting had been done by remote e-voting and by ballot at the AGM.Resolution Nos. 1 to 4 & 6 were Ordinary Resolutions and Resolution No.5 was Special Resolution :

1.

2.

3.

4.

5.

6.

Adoption of Audited Standalone Financial Statements for the Financial Year ended 31 51 March, 2018 and the reports of the Board of Directors and Auditors thereon.

Adoption of Audited Consolidated Financial Statements for the Financial Year ended 31st March 2018 and the report of the Auditors thereon.

Declaration of Dividend for the Financial Year 2017-18 as given below :

Rs.20/- per ordinary share (including Rs.2/- as special dividend) of face value of Rs. 1 0/- each

Re-aQ~ointment of Mr. F.N. Subedar as a Director of the Comean}-::.

Re-appointment of Ms. Vedika Bhandarkar as an Independent Director of the Company.

Appointment of Mr. Suprakash Mukhopadhyay as a Director of the Company.

TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22 6665 7917 e-mail [email protected]

website www.tatainvestment.com CIN L67200MH1937PLC002622

Page 3: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

.,.. TATA

-2-

Members present at the Meeting were given an opportunity to ask questions and seek clarification( s ). The Chairman appropriately responded to the questions raised.

Post the question and answer session, the Chairman thanked all the Members present at the Meeting and then concluded the Meeting by authorising the Company Secretary to carry out the voting process and declare the voting results. He informed the Members that the voting results will be sent to the Stock Exchanges on which the Company's shares are listed and will also be made available on the website of the Company and the National Securities and Depositories Limited within 48 hours of the conclusion of the Meeting.

Post the conclusion of the voting at the venue, the Scrutinizers' Report was received.

All the Resolutions have been passed with requisite majority.

Yours faithfully, TATA INVESTMENT CORPORATION LIMITED rw ( MANOJ KUMAR C V ) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY

Agm;pro2018

TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22 6665 7917 e-mail [email protected]

website www.tatainvestment .com CIN L67200MH1937PLC002622

Page 4: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

Sr. No.

1.

2.

3.

4.

.,.. TATA

AnnexureB

DETAILS OF THE PROCEEDINGS OF THE MEETING

Particulars Details

Date ofAGM Monday,30th July, 2018

Total Number of Shareholders on Record Date As of Cut- Off date i.e. 23rd July, 2018

35,623

No. of Shareholders present in the meeting either in person or through proxy :

Promoters and Promoter Group : 8

Public: 100

No. of Shareholders attended the meeting through Video Conferencing :

Promoters and Promoter Group : -Public: -

Tata Investment Corporation Limited

rf&f: ~. f • !

(Manoj Kumar C. V. ) Chief Financial Officar & Company Secretary

TI\TI\ INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 B282 Fax 91 22 6665 7917 e-mail [email protected]

website www.tatainvestment.com CIN L67200MH 1937PLC002622

. fl ~ I

Page 5: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

TATA INVESTMENT CORPORATION LIMITED Resolution (1)

Resolution required: (Ordinary I Special) ORDINARY Whether promoter/ promoter group are Interested in the agenda/resolution? NO

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2018, together with the Reports of the Board of Directors and the Auditors thereon.

-,our Votes

Total No. Polled on of Shares No. of votes outstandin

Promoter /Public Mode of Voting Held polled g shares L;,J=Ll"JI

[1] [2] (1)]*100 E-Voting 40206363 100.00 Poll 0 0.00

Promoter and applicable) 0 0 .00

1 Promoter Group Total 40206363 40206363 100.00 E-Voting 1599589 62.99 Poll 0 0.00

Public - Institutional applicable) 0 0.00

2 holders Total 2539271 1599589 62.99 E-Voting 185097 1.50 Poll 14359' 0.12 applicable) 0 0.00

3 Public-Others Total 12349662 199456 1.62 E-Voting 41991049 76.22 Poll 14359 0.03 applicable) 0 0.00

Total Total 55095296 42005408 76.24

No. of Votes in favour

[4] 40206363

0 0

40206363 1599589

0 0

1599589 185089

14359 a

199448 41991041

14359 0

42005400

-,o u1 -,our Votes in Votes

No. of favour on against on Votes- votes votes Invalid against polled · polled Votes

LOJ-'l(4}/ L' J 'Ll:,J/ [5] (2)]*100 (2)]*100 [8]

0 100.00 0.00 0 0 0.00 0.00 0 0 0.00 0.00 0 0 100.00 0.00 0 0 100.00 0.00 Ql

0 0.00 0.00 Ql

0 0.00 0.00 0 0 100.00 0.00 0 8 100.00 0.00 0 0 100.00 0.00 11 0 0.00 0.00 0 8 100.00 0.00 11

8 100.00 0.00 0 0 100.00 0.00 11

0 0.00 0.00 0 8 100.00 0.00 11

Tata Investment Corporation Umited

~ (Manoj Kumar C. V. }

Chief Financial Officet & Company Secretary

Page 6: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

TATA INVESTMENT CORPORATION UMITED Resolution (2)

Resolution required: (Ordinary I Special) ORDINARY Whether promoter/ promoter group are interested in the agenda/resolution? NO

To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the finanCial year ended 31st March, 2018, together with the Report of the Auditors thereon.

VfO OT

Votes Polled on

Total No. of No. of votes outstandin No. of Votes -Promoter/Public Mode of Voting Shares Held polled g shares in favour

[3] :[(2)/ [1] [2] (1)]*100 [4]

E-Voting 40206363 100.00 40206363 Poll 0 0.00 0

Promoter and applicable) 0 0.00 0

1 Promoter Group Total 40206363 40206363 100.00 40206363 E-Voting 1599589 62.99 1599589 Poll 0 0.00 0

Public - Institutional applicable) 0 0.00 0 2 holders Total 2539271 1599589 62.99 1599589

E-Voting 185032 1.50 185024 Poll 14359 0 .12 14359 applicable) 0 0.00 0

3 Public-others Total 12349662 199391 1.61 199383 E-Voting 41990984 76.22 41990976 Poll 14359 0.03 14359 applicable) 0 0.00 0

Total Total 55095296 42005343 76.24 42005335

vm or vm or Votes in Votes favour on against on

No. of Votes votes votes Invalid against polled polled Votes

[6]=[(4J/ [7J=[(S)/ [5] (2)]*100 (2)]*100 [8]

0 100.00 0.00 0 0 0.00 0.00 0 0 0.00 0.00 0 0 100.00 0.00 0 0 100.00 0.00 0 0 0.00 0.00 0 0 0.00 0.00 0 0 100.00 0.00 0 8 100.00 0.00 0 0 100.00 0 .00 11

0 0.00 0.00 0 8 100.00 0.00 11 8 100.00 0.00 0 0 100.00 0.00 11 0 O.OQi O.OQi 0 8 100.00 0.00 11

Tata Investment Corporation limited

l(jP.: (Manoj Kumar C. V. )

Chief Financial Officer & Company Secretary

Page 7: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

TATA INVESTMENT CORPORATION LIMITED Resolution (3)

Resolution required: (Ordinary I Special) ORDINARY Whether promoter/ promoter group are interested in the agenda/resolution? NO

To declare Dividend on Ordinary Shares for the financial year ended 31st March, 2018. -,o u1 Votes

No. of Polled on Total No. of votes outstandin

Promoter I Public Mode of Voting Shares Held polled g shares l3J-=LlZ}I

[1] [2] (1)]*100 E-Voting 40206363 100.00 Poll 0 0.00

Promoter and Promoter Postal Ballot (if applicable) 0 0.00 1 Group Total 40206363 40206363 100.00

E-Voting 1599589 62.99 Poll 0 0.00

Public - Institutional Postal Ballot (if applicable) 0 0.00

2 holders Total 2539271 1599589 62.99 E-Voting 185082 1.50 Poll 14359 0.12 Postal Ballot (if applicable) 0 0.00

3 Public-Others Total 12349662 199441 1.61 E-Voting 41991034 76.22 Poll 14359 0.03 Postal Ballot (if applicable) 0 0.00

Total Total 55095296 42005393 76.24

No. of Votes- in favour

[4] 40206363

0 0

40206363 1599589

0 0

1599589 185074

14359 0

199433 41991026

14359 0

42005385

-,o u• Votes in

No. of favour on Ofo of Votes Votes- votes against on Invalid against polled votes polled Votes

L6J-'L{4}1 I L7 J-=L(5)/(Z [5] (2)]*100 )]*100 (8]

0 100.00 0.00 0 0 0.00 0.00 0 0 0.00 0 .00 0 0 100.00 0.00 0 0 100.00 0.00 0 0 0.00 0.00 0 0 0.00 0.00 0 0 100.00 0.00 0 8 100.00 0.00 0 0 100.00 0.00 11

0 0.00 0.00 0 8 100.00 0.00 11 8 100.00 0.00 0 0 100.00 0 .00 11 0 0.00 0.00. 0 8 100.00 0.00 11

lata Investment Corporation Limited

~ (Manoj Kumar C. V. )

Chief Financial Officer & Company Secretary

Page 8: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

TATA INVESTMENT CORPORATION LIMITED Resolution ( 4)

Resolution required: (Ordinary f Special) ORDINARY Whether promoter/ promoter group are interested in the agenda/resolution? NO

To appoint a Director in place of Mr. F. N. Subedar (DIN 00028428}, who retires by rotation and being eligible offers himself for re-appointment -,o uo

Votes Total No. of Polled on Shares No. of votes outstandin

Promoter I Public Mode of Voting Held polled g shares L~J-=((2)1

[1] [2] (1)]*100 E-Voting 40206363 100.00 Poll 0 0.00 applicable) 0 0.00

1 Promoter and Promoter Group Total 40206363 40206363 100.00 E-Voting 1599589 62.99 Poll 0 0.00 applicable) 0 0.00

2 Public - Institutional holders Total 2539271 1599589 62.99 E-Voting 185107 1.50 Poll 14359 0.12 applicable) 0 0.00

3 Public-others Total 12349662 199466 1.62 E-Voting 41991059 76.22 Poll 14359 0.03 applicable) 0 0.00

Total Total 55095296 42005418 76.24

No. of Votes- in favour

[4] 40206363

0 0

40206363 1578878

0 0

1578878 184984

14359 0

199343 41970225

14359 0

41984584

-ro uo

Votes in No. of favour on Ofo of Votes Votes- votes against on against polled votes polled Invalid Votes

LbJ-'L{4J/ L' j-'L{:JJfl<t [5] (2)]*100 )]*100 [8]

0 100.00 0.00 0 0 0.00 0.00 0 0 0.00 0.00 0 0 100.00 0.00 0

20711 98.71 1.29 0 0 0 .00 0.00 0 0 0.00 0 .00 0

20711 98.71 1.29 0 123 99.93 0.07 0

0 100.00 0.00 11 0 0.00 0.00 0

123 99.94 0.06 11 20834 99.95 0.05 0

0 100.00 0.00 11 0 0.00 0.00 0

20834 99.95 0.05 11

lata Investment Corporation Limited

~ (Manoj Kum_ar C.'!·)

Chief Financ1al Off1cer & company Secretary

Page 9: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

TATA INVESTMENT CORPORATION UMITED Resolution (5)

Resolution required: (Ordinary 1 Special) SPECIAL Whether promoter/ promoter group are interested in the agenda/resolution? NO

Re-appointment of Ms. Vedika Bhandarkar (DIN 00033808) as an Independent Director -,o u1

Votes Polled on

Total No. of No. of votes outstandin Promoter /Public Mode of Voting Shares Held polled g shares

[1] [2] \~J)~li~~ E-Voting 40206363 100.00 Poll 0 0.00

Promoter and Promoter Postal Ballot (if applicable) 0 0.00 1 Group Total 40206363 40206363 100.00

E-Voting 1599589 62.99 Poll 0 0. 00

Public - Institutional Postal Ballot (if applicable} 0 0.00 2 holders Total 2539271 1599589 62. 99

E-Voting 185107 1.50 Poll 14339 0.12 Postal Ballot (if applicable) 0 0.00

3 Public-Others Total 12349662 199446 1.61 E-Voting 41991059 76.22 Poll 14339 0.03 Postal Ballot ( if applicable) 0 0.00

Total Total 55095296 42005398 76.24

No. of Votes -in favour

[ 4] 40206363

0 0

40206363 286860

0 0

286860 183537

14339 0

197876 40676760

14339 0

40691099

Ofo of Votes Ofo of Votes in favour against on

No. of Votes on votes votes Invalid -against polled polled Votes

l6J '-'L(4}/{ [ 7]'-'l{SJ/ ( [5] 2)]*100 2)]*100 [8]

0 100.00 0.00 0 0 0 .00 0.00 0 0 0.00 0.00 0 0 100.00 0.00 0

1312729 17.93 82.07 0 0 0.00 0 .00 0 0 0.00 0 .00 0

1312729 17.93 82 .07 0 1570 99.15 0.85 0

0 100.00 0 .00 31 0 0. 00 0.00 0

1570 99.21 0 .79 31 1314299 96.87 3.13 0

0 100.00 0.00 31 0 0. 00 0.00 0

1314299 96.87 3.13 31

Tata Investment Corporation Limited

~~ (Manoj ~- V.)

Chi ef Financial Officer & Company Secretary

Page 10: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

TATA INVESTMENT CORPORATION LIMITED Resolution (6)

Resolution requi red: (Ordinary f Special) ORDINARY

Whether promoter/ promoter group are interested in the agenda/resolution? NO

Appointment of Mr. Suprakash Mukhopadhyay (PIN 00019901) as a Director

Ofo of Votes Polled on

Total No. of No. of votes outstanding Promoter/Public Mode of Voting Shares Held polled shares

L3J-'L{ZJ/{l)]"' [1] [2] 100

E-Voting 40206363 100.00 Poll 0 0.00

Promoter and Postal Ballot (if applicable) 0 0.00

1 Promoter Group Total 40206363 40206363 100.00 E-Voting 1599589 62.99 Poll 0 0.00

Public - Institutional Postal Ballot (if applicable) 0 0.00

2 holders Total 2539271 1599589 62.99 E-Voting 185107 1.50 Poll 14359 0.12 Postal Ballot (if applicable) 0 0.00

3 Public-Others Total 12349662 199466 1.62 E-Voting 41991059 76.22 Poll 14359 0.03 Postal Ballot (if applicable) 0 0.00

Total Total 55095296 42005418 76.24

No. of Votes -in favour

[4] 40206363

0 0

40206363 1583352

0 0

1583352 184984

14359 0

199343 41974699

14359 0

41989058

-JU ur -/U Ul

Votes in Votes favour on against on

No. of Votes votes votes Invalid -against polled polled Votes

LOJ=[(4J/ [7J=L{5J/ [5] (2)]*100 (2)]*100 [8]

0 100.00 0 .00 0 0 0.00 0.00 0 0 0.00 0.00 0 0 100.00 0.00 0

16237 98.98 1.02 0 0 0.00 0.00 0 0 0.00 0.00 0

16237 98.98 1.02 0 123 99.93 0.07 0

0 100.00 0.00 11 0 0.00 0.00 0

123 99.94 0.06 11 16360 99.96 0.04 0

0 100.00 0.00 11 0 0.00 0.00 0

16360 99.96 0.04 11

Tata Investment Corporation Limltecfi

(Manoj Kumar C. V. ) Chief Financial Officer & Company Secretary

Page 11: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

PARIKH & ASSOCIATES COMPANY SECRET ARIES

To, The Chairman Tata Investment Corporation Limited Elphinstone Building, 10, Veer Nariman Road, Mumbai- 400001

Dear Sir,

Office: 111, 11th Floor, Sai-Dwar CHS Ltd, Sab TV Lane, Opp Laxmi Industrial Estate Off link Road, Above Shabari Restaurant Andheri (W), Mumbai : 400 053 ' Tel. : 26301232 I 26301233 I 26301240 Email : [email protected]

parikh. [email protected]

Sub: Consolidated Scrutinizer's Report on remote e-voting conducted pursuant to tl1e provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and voting through Ballot paper at the 81 st Annual General Meeting of Tata Investment Corporation Limited held at Walchand Hirachand Hall, 4th Floor, Indian Merchants' Chamber (IMC), IMC Building, IMC Marg, Churchgate, Mumbai 400020,on Monday, July 30, 2018 at 11.00 a.m.

l, Mitesh Dhabliwala, of M./s. Parikh & Ass dates, Practising Company Seer taries, had been appointed as th Scrutinizer by the Board f Directms of Tata lnveshnent C rporation Limit d pursuant to Section 108 of the Companies Act, 2013(" the Act") read with Rule 20 of the Compani s (Management and Adminisb:ation) Rules, 2014, a amended, to conduct the remote e-voting proces · in re ·p ct f the below menti ned resolutions prop s~.:::d at the 81st Annual General M eting (AGM) of Tata Investment Corporabon Lirnited on Monday, July 30, 2018 at ll.OOa.m.

I was also appointed as Scrutinizer to scrutinize the voting process at the said AGM held on July 30, 2018.

The notice dated June 15, 2018 along with statement setting out material facts under Section 102 of the Act as confirmed by the Company were sent to the shareholders in respect of the below mentioned resolutions proposed at the AGM of the Company.

1

Page 12: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

Continuation Sheet

The Company 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 Company had also provided voting through Ballot paper to the shareholders present at the AGM and who had not c;:tst their vote earlier through remote e-voting facility.

The shareholders of the company holding shares as on the "cut-of£" date of Monday, July 23, 2018 were entitled to vote on the resolutions as contained in the Notice of the AGM.

The voting period for remote e-voting commenced on Friday, July 27, 2018 at 09:00 a.m. (IST) and ended on Sunday, July 29, 2018 at 05:00 p.m. (IST) and the NSDL e­voting platform was blocked thereafter.

After the closure of the voting at the AGM, the report on voting done through Ballot paper at the meeting was generated in my presence and the voting 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 voting at the AGM the votes cast there under were counted.

I have scrutinized and reviewed the remote e-voting and votes tendered therein based on the data downloaded from the NSDL e-voting system and voting through Ballot Paper at the AGM.

The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting and the voting conducted through Ballot Paper at the venue of the meeting on the resolutions contained in the notice of the AGM.

My responsibility as scrutinizer for the remote e-voting and the voting conducted through Ballot paper at the venue of the meeting is restricted to making a Scrutinizer's Report of the votes cast in favour or against the resolutions.

I now submit my consolidated Report as under on the result of the remote e-voting and voting through Ballot paper at the AGM in respect of the said resolutions.

2

Page 13: TATACV) CHIEF FINANCIAL OFFICER & COMPANY SECRETARY Encls: TATA INVESTMENT CORPORATION LIMITED Elphinstone Building 10 Veer Nariman Road Mumbai 400 001 Tel 91 22 6665 8282 Fax 91 22

Continuation Sheet

Resolution 1: Ordinary Resolution

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2018, together with the Reports of the Board of Directors and the Auditors thereon.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of voted cast by them valid votes cast

151 4,20,05,400 100.00 (Rounded Off)

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of voted cast by them valid votes cast

2 8 0.00

(iii) Invalid votes:

Number of members Number of invalid votes whose votes were cast by them declared invalid

2 11

3

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Continuation Sheet

Resolution 2: Ordinary Resolution

To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2018, together with the Report of the Auditors thereon.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of voted cast by them valid votes cast

150 4,20,05,335 100.00(Rounded Off)

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of voted cast by them valid votes cast

2 8 0.00

(iii) Invalid votes:

Number of members Number of invalid votes whose votes were cast by them declared invalid

2 11

4

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Continuation Sheet

Resolution 3: Ordinary Resolution

To declare Dividend on Ordinary Shares for the financial year ended 31st March, 2018.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of voted cast by them valid votes cast

151 4,20,05,385 100.00 (Rounded Off)

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of voted cast by them valid votes cast

2 8 0.00

(iii) Invalid votes:

Number of members Number of invalid votes whose votes were cast by them declared invalid

2 11

5

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Continuation Sheet

Resolution 4: Ordinary Resolution

To appoint a Director in place of Mr. F. N. Subedar (DIN: 00028428), who retires by rotation and being eligible offers himself for re-appointment.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of voted cast by them valid votes cast

147 4,19,84,584 99.95

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of voted castbythem valid votes cast

7 20,834 0.05

(iii) Invalid votes:

Number of members Number of invalid votes whose votes were cast by them declared invalid

2 11

6

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Continuation Sheet

Resolution 5: Special Resolution

Re-appointment of Ms. Vedika Bhandarkar (DIN 00033808) as an Independent Director.

(i) Voted in favour of the resolution:

Number of members Number of valid votes % of total number of voted cast by them valid votes cast

127 4,06,91,099 96.87

(ii) Voted against the resolution:

Number of members Number of valid votes % of total number of voted cast by them valid votes cast

26 13,14,299 3.13

(iii) Invalid votes:

Number of members Number of invalid votes whose votes were cast by them declared invalid

3 31

7

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Continuation Sheet

Resolution 6: Ordinary Resolution

Appointment of Mr. Suprakash Mukhopadhyay (DIN 00019901) as a Director.

(i) Voted in favour of the resolution:

Number of members Number of valid votes voted cast by_ them

148 4,19,89,058

(ii) Voted against the resolution:

Number of members voted

6

(iii) Invalid votes:

Number of members whose votes were declared invalid

Thanking you, Yours faithfully,

~'"~ Mitesh Dhabliwala Parikh & Associates

2

Number of valid votes cast by them

16,360

Number of invalid votes cast by them

11

Practising Company Secretaries FCS: 8331 CP No.: 95n

% of total number of valid votes cast

99.96

% of total number of valid votes cast

0.04

111,llth Floor, Sai Dwar CHS Ltd Sab TV Lane, Opp.Laxmi Indl. Estate, Off Link Road, Above Shabari Restaurant, Andheri West, Mumbai- 400053

Tata Investment Corp rat!or1 J j~rod

Place: Mumbai Dated: July 30, 2018

8

rfUY (Manoj Kumar C. V.)

Chief Financial Officer & Company S8Cfetary