NOTICE OF EXTRA-ORDINARY GENERAL MEETING NOTICE is hereby given that an Extra-Ordinary General Meeting of the members of TATA SKY LIMITED will be held on Monday, August 28, 2017 at 11:00 a.m. at the Registered Office of the Company at 3 rd Floor, C-1, Wadia International Centre (Bombay Dyeing), Pandurang Budhkar Marg, Worli, Mumbai 400 025 to transact the following business: Special Business: Voluntary Winding up of Actve Digital Services Private Limited ( Actve ), Wholly-owned subsidiary of the Company under Members Voluntary Winding up To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: RESOLVED THAT pursuant to provisions of Shareholders Agreements/Investors Rights Agreements and the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to wind up the affairs of Actve Digital Services Private Limited ( Actve ), wholly owned subsidiary of the Company, as the members voluntary winding up, with effect from the date of passing of this resolution. Place: Mumbai Date: July 12, 2017 By order of the Board of Director For Tata Sky Limited Neelabja Chakrabarty Company Secretary Registered Office: 3 rd Floor, C-1, Wadia International Centre (Bombay Dyeing), Pandurang Budhkar Marg, Worli, Mumbai 400025
Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND, ON A POLL, TO VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE MEMBERS OF THE COMPANY. PROXIES IN ORDER TO BE VALID, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. 2. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 is appended hereto. 3. As per Section 105 of the Companies Act, 2013 and Rules made there under, a person can act as proxy on behalf of upto fifty members or such number of members holding in aggregate not more than 10 (ten) percent of the total share capital of the Company carrying voting rights. Further, a member holding more than 10 (ten) percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other member. 4. The instrument appointing the proxy, duly completed must be deposited at the registered office of the Company at least 48 hours before the Commencement of the meeting. A blank proxy form is attached. 5. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company. 6. Members/Proxies/Authorised Representatives should bring duly filled Attendance Slip sent herewith to attend the meeting. 7. Only registered Equity Shareholders of the Company may attend and vote (either in person or by proxy or by Authorized Representative under Section 113 of the Companies Act, 2013) at the Equity Shareholders meeting. The Authorised Representative of a body corporate which is a registered Equity Shareholder of the Company may attend and vote at the Equity Shareholders meeting provided a certified true copy of the resolution of the Board of Directors under Section 113 of the Companies Act, 2013 or other governing body of the body corporate authorizing such representative to attend and vote at the Equity Shareholders meeting on behalf of the body corporate is deposited at the Registered Office of the Company not later than 48 hours before the meeting. 8. Companies or bodies corporate who are registered Equity Shareholder(s) of the Company would be required to deposit certified copy of the resolution of the Board of Directors under Section 113 of the Companies Act, 2013 or other governing body of such companies / body corporate, as the case may be, authorizing the individuals named therein, to attend and vote at the meeting on its behalf. These documents must be deposited at the Registered Office of the Company not later than 48 hours before the meeting
9. In terms of the requirements of the Secretarial Standards 2 on General Meetings issued by the Institute of the Company Secretaries of India and approved and notified by the Central Government, Route Map for the location of the aforesaid meeting is enclosed. Explanatory Statement pursuant to provisions of section 102 of the Companies Act, 2013: The Actve Digital Services Private Limited (Actve) was incorporated on February 16, 2006 and was taken over by Star India Private Limited from the promoters of Actve on April 11, 2006. The shares of Actve was transferred by Star India Private Limited to Tata Sky Limited on May 21, 2008 and consequent to this transfer, Actve became the wholly-owned subsidiary of Tata Sky Limited ( Company ) from that date as well as the management and control of Actve was vested with the Company. Post this transfer, the name was changed from Star Digital Services Private Limited to Actve Digital Services Private Limited with effect from August 26, 2008. Actve was providing Pay Per View (PPV) services. The Board of Directors of Tata Sky, post acquiring this Company, as part of the exercise of reviewing all costs and services sought from outside vendors, had developed a business simplification plan that included restructuring to reduce costs and streamline activities. As per this plan, all PPV services, content and personnel were transferred to the Company and all interactive services was planned to be operated in-house from Tata Sky facility in Delhi. It was envisaged that this change in operating plan would provide necessary flexibility to the Company to build further on new interactive applications which was a key strategic focus area for the Company. In view of the above change, Actve did not report any operating income since the last two financial years i.e. FY 2015-16 and FY 2016-17. It was thus proposed to voluntarily dissolve/ fast track exit of Actve Digital Services Private Limited. As per the Shareholders Agreements/Investors Rights Agreements and Articles of Association of the Company, approval of the shareholders is required for Voluntary winding up/fast track exit of Actve Digital Services Private Limited. The Board of Directors the Company recommends the special resolution as set out accompanying notice for the approval of members of the Company. None of the Directors, Key Managerial Persons of the Company and/or their respective relatives shall be considered to be concerned or interested in the proposed Special Resolution. Place: Mumbai Date: July 12, 2017 By order of the Board of Director For Tata Sky Limited Neelabja Chakrabarty Company Secretary Registered Office: 3 rd Floor, C-1, Wadia International Centre (Bombay Dyeing), Pandurang Budhkar Marg, Worli, Mumbai 400025
ROAD MAP
ATTENDANCE SLIP (To be presented at the entrance) EXTRA-ORDINARY GENERAL MEETING ON MONDAY, AUGUST 28, 2017 AT 11.00 A.M. at the Board Room, 3 rd Floor, C-1 Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai-400 025 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):... E-mail 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:... E-mail Id:... Address:... Signature:... or failing him 2. Name:... E-mail Id:... Address:... 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, August 28, 2017 at 11:00 a.m. at the Board Room, 3 rd Floor, C-1 Wadia International Centre (Bombay Dyeing), Pandurang Budhkar Marg, Worli, Mumbai-400 025 and at any adjournment thereof in respect of such resolutions as are indicated in the notice of the AGM. Signed this day of. 2017 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