Notice of the Annual General Meeting

Transcription

1 Notice of the Annual General Meeting NOTICE is hereby given that the Sixteenth Annual General Meeting of the members of Tata Sky Limited will be held on Thursday, June 22, 2017 at 3:00 p.m. at the Board Room, 3 rd Floor, C-1 Wadia International Centre (Bombay Dyeing), Pandurang Budhkar Marg, Worli, Mumbai to transact the following business: ORDINARY BUSINESS: 1. Adoption of Financial Statements: To receive, consider and adopt: (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon; (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017, together with the Report of the Auditors thereon. 2. Re-appointment of Mr. Bharat Vasani: To appoint a Non-Executive, Non-Independent Director in place of Mr. Bharat Vasani (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment. 3. Re-appointment of Mr. Uday Shankar: To appoint a Non-Executive, Non-Independent Director in place of Mr. Uday Shankar (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment. 4. Appointment of Statutory Auditors and fix their remuneration: To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 framed thereunder, as amended from time to time, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (bearing registration number N/N500016) be and is hereby appointed as the Statutory Auditors of the Company, in place of the retiring Joint

2 Statutory Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants (bearing registration number W) and M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (bearing registration number W), to hold office from the conclusion of this 16 th Annual General Meeting (AGM) to the conclusion of the 21 st Annual General Meeting (AGM) of the Company to be held in the financial year 2022 (subject to ratification of their appointment at every AGM, if so required under law) and the Board of Directors of the Company be and are hereby authorised to fix their remuneration for the said period as may be mutually agreed between the Board and the Auditors. SPECIAL BUSINESS: 5. Ratification of Remuneration of Cost Auditors: To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby ratifies the remuneration of Rs lacs per annum plus applicable service tax and out of pocket expenses incurred in connection with the audit, payable to M/s. Kishore Bhatia & Associates, Cost Accountants, who are appointed by the Board of Directors as Cost Auditors of the Company to conduct cost audit relating to cost records of the Company for the financial year RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution. NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. 2. THE PROXY TO BE EFFECTIVE SHOULD BE LODGED WITH THE COMPANY AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. Proxies submitted on behalf of limited companies, must be supported by appropriate resolutions or authority, as applicable. A person can act as a proxy on behalf of Members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total

3 share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or Member. 3. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 ( Act ), is annexed hereto along with the details of the Directors seeking reappointment, as required under Secretarial Standard on General Meetings. 4. In accordance with Section 101 of the Act read with Rule 18 of the Companies (Management and Administration) Rules, 2014, the Annual Report of the Company for the financial year , including the Notice convening the Annual General Meeting, has been ed to the members whose addresses are available with the Company. For other members, who have not registered their addresses, the Annual Report has been sent at their registered postal address. If any member wishes to get a duly printed copy of the Annual Report, the Company will send the same, free of cost, upon receipt of request from the member. 5. Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and Register of Contracts or arrangements in which Directors are interested maintained under Section 189 of the Act will be available for inspection by the members at the Annual General Meeting. 6. All the documents referred to in the Notice and Explanatory Statement will be available for inspection by the Members at the Registered Office of the Company between a.m. and 1.00 p.m. on all working days from the date hereof up to the date of the Meeting. 7. The route map of the venue of the Annual General Meeting is appended to this Notice. Mumbai, May 2, 2017 By Order of the Board of Directors For and on behalf of TATA SKY LIMITED Sd/- Neelabja Chakrabarty Company Secretary Registered Office: 3 rd Floor, C-1 Wadia International Centre (Bombay Dyeing) Pandurang Budhkar Marg, Worli Mumbai

4 Pursuant to the provisions of the Companies Act 2013 and Secretarial Standard 2, the following information is furnished about the Directors proposed to be re-appointed: 1. Mr. Bharat Vasani: Mr. Bharat Vasani (58) is a renowned corporate lawyer in India with an international reputation. With over 3 decades of senior management experience, he has successfully managed the in-house legal departments of large multinationals. He is reputed for having the most diverse corporate legal experience, ranging from complex mergers and acquisitions to handling high-profile litigations, both civil and criminal. Presently, he is the General Counsel for the Tata Group, a position that he has held since December Mr. Vasani has over 3 decades of diverse corporate legal experience at a senior management level from successfully managing complex mergers and acquisitions to advising on challenging regulatory issues and handling high stake litigations, both civil and criminal. He is highly regarded in Government circles and in various industry organisations for this proactive approach on public policy issues. He is currently also Director on the Boards of Rallis India Ltd and Tata Communications Ltd. Mr. Vasani holds a First-Class Bachelor s Degree in Commerce and a First-Class First Bachelor s Degree in Law from Mumbai University. He is also a member of the Institute of Company Secretaries of India and was awarded the President s Medal for securing the First Rank in the Company Secretaries examination in He has also undergone several intensive training programmes in law and general management including the prestigious M&A training course at the Harvard Business School, and the Leadership in Corporate Counsel Course at the Harvard Law School. Mr. Vasani is a member of the Content Committee and Chairman of the Legal & Regulatory Affairs Committee of the Company. He is holding 100 shares in the Company jointly with Tata Sons Limited wherein he is not having beneficial interest in such shares. The details on the attendance of Mr. Vasani in the Board meetings held in FY is mentioned as part of the Directors Report. He is not related to any Director or Key Managerial Personnel of the Company in any way. Mr. Vasani will be paid sitting fee for attending meetings of the Board and Board Committees of which he is a member/chairman and/or commission which may be approved by the Nomination and Remuneration Committee and Board of Directors of the Company.

5 2. Mr. Uday Shankar: Mr. Uday Shankar (56) is presently the CEO (Chief Executing Officer) of Star India Private Limited. Mr. Shankar has qualification of M.A (History) and M.Phil in Economic History and in the past has worked as a CEO & Editor Media Content and Communications Services (India) Private Limited and as Editor and News Director TV Today Network India Limited. In addition to the leadership of Star, Mr. Uday Shankar is a leading voice of the media and broadcasting industry in the country, championing reforms for the industry and its consumers. As the former President of Indian Broadcasting Federation (IBF) and current Chairman of FICCI Media & Entertainment Committee, Mr. Shankar has been at the forefront of landmark changes in self-regulation and pushing access for consumers to digitized distribution. Mr. Shankar is a member of the Nomination and Remuneration Committee and Chairman of the Content Committee of the Company. He is not holding any share in the Company. He is not related to any Director or Key Managerial Personnel of the Company in any way. The details on the attendance of Mr. Shankar in the Board meetings held in FY is mentioned as part of the Directors Report. Mr. Shankar will be paid sitting fee for attending meetings of the Board and Board Committees of which he is a member/chairman and/or commission which may be approved by the Nomination and Remuneration Committee and Board of Directors of the Company. Explanatory Statement The following Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 ( Act ). Item 4: M/s. Deloitte Haskins & Sells, Chartered Accountants and M/s. S.R. Batliboi & Associates LLP, Chartered Accountants were first appointed as joint statutory auditors in In terms of Section 139(2) of the Companies Act, 2013 ( the Act ) and the Companies (Audit and Auditors) Rules, 2014 ( Rules ), the maximum tenure of an audit firm is restricted to 10 years, provided also that every company, existing on or before the commencement of this Act, shall comply with the requirements of this sub-section within three years from the date of commencement of this Act (the effective date of the notification of the Act was April 1, 2014). Hence, they can act as Statutory Auditors of the Company till the Annual General Meeting to be held in 2017 for auditing the books of accounts till the financial year ended March 31, 2017.

6 Accordingly, as per the said requirements of the Act, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (bearing registration number N/N500016) are proposed to be appointed as auditors for a period of 5 years, commencing from the conclusion of 16 th AGM till the conclusion of the 21 st AGM, (subject to ratification by members every year, if so required by law). M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3) of the Act. They have also furnished a declaration in term of Section 141 that they are eligible to be appointed as auditors and that they have not incurred any disqualification under the Act. The Audit Committee at its meeting held on held on May 2, 2017, recommended the appointment and terms of appointment of M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants, as Statutory Auditors of the Company. The Board of Directors of the Company, at its meetings held on May 2, 2017, approved the proposal for appointment of M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants, as Statutory Auditors of the Company for 5 years and recommended the same for approval of the members. None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise in the resolution set out at item No. 4 of the Notice. Item 5: In pursuance of Section 148 of the Companies Act 2013 ( Act ), and Rule 14 of the Companies (Audit and Auditors) Rules, 2014 ( Rules ), the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company. On the recommendation of the Audit Committee at its meeting held on May 2, 2017, the Board has, considered and approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, as the cost auditor for the financial year at a remuneration of Rs lacs per annum plus applicable service tax and reimbursement of out of pocket expenses, incurred in connection with the audit. M/s. Kishore Bhatia & Associates have provided a certificate regarding their eligibility for appointment as Cost Auditors of the Company. In accordance with the provisions of Section 148 of the Act read with the Rules, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company. Accordingly, consent of the members is being sought for the proposal contained in the Resolution set out at Item

7 No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, The Board recommends this resolution for approval of the Members. None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise in this resolution. Mumbai, May 2, 2017 By Order of the Board of Directors For and on behalf of TATA SKY LIMITED Sd/- Neelabja Chakrabarty Company Secretary

8 ATTENDANCE SLIP (To be presented at the entrance) 16 TH ANNUAL GENERAL MEETING ON THURSDAY, JUNE 22, 2017 AT 3.00 P.M. at the Board Room, 3 rd Floor, C-1 Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai Folio No. DP ID No. Client ID No. Member Signature Name of the Proxyholder Signature 1. Only Member/Proxyholder can attend the Meeting. 2. Member/Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting. PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the Member(s):... Id :... Folio No. / Client ID No. :... DP ID No.... I / We, being the member(s) of.... Shares of Tata Sky Limited, hereby appoint: 1. Name:... Id:... Address:... Signature:... or failing him 2. Name:... Id:... Address:... Signature:... as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Sixteenth Annual General Meeting of the Company to be held on Thursday, June 22, 2017 at 3:00 p.m. at the Board Room, 3 rd Floor, C-1 Wadia International Centre (Bombay Dyeing), Pandurang Budhkar Marg, Worli, Mumbai and at any adjournment thereof in respect of such resolutions as are indicated in the notice of the AGM. Signed this day of Signature of shareholder... Signature of Proxyholder(s)... NOTES: 1. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 2. Those Members who have multiple folios with different joint-holders may use copies of this Attendance slip/proxy