tata teleservices limited notice...tata teleservices limited 3 “resolved that in supersession of...

TATA TELESERVICES LIMITED

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NOTICE

Notice is hereby given that the Extraordinary General Meeting of the Members of Tata Teleservices Limited (the ‘Company’) will be held on Tuesday, November 21, 2017, at 11.30 hours at Tata Teleservices Limited Board Room, A & E Blocks, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 to consider and transact the following business:

SPECIAL BUSINESS:

1. Alteration in the Clause V of the Memorandum of Association.

To consider and, if thought fit, to pass, with or without modification(s), if any, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the Companies (Share Capital & Debentures) Rules, 2014, including any statutory modification(s) thereof, and Article No. 89 of the Articles of Association of the Company (‘AOA’) and subject to the approval of the Shareholders of the Company, the Authorised Share Capital of the Company shall be increased and altered from the existing Rs. 40150,00,00,000/- divided into 2263,00,00,000 (Two Thousand Two Hundred Sixty Three Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each, 63,00,00,000 (Sixty Three Crores) Compulsorily Convertible Non-Cumulative Preference Shares of Rs. 100/- (Rupees One Hundred only) each and 112,20,00,000 (One Hundred Twelve Crores Twenty Lakhs) Preference Shares of Rs.100/- (Rupees One Hundred only) each TO Rs. 90150,00,00,000/- (Rupees Ninety Thousand One Hundred Fifty Crores only) divided into 2263,00,00,000 (Two Thousand Two Hundred Sixty Three Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each, 63,00,00,000 (Sixty Three Crores) Compulsorily Convertible Non-Cumulative Preference Shares of Rs. 100/- (Rupees One Hundred only) each, 112,20,00,000 (One Hundred Twelve Crores Twenty Lakhs) Preference Shares of Rs.100/- (Rupees One Hundred only) each and Unclassified Shares aggregating Rs. 50,000,00,00,000/- (Rupees Fifty Thousand Crores only) i.e. 1000,00,00,000 (One Thousand Crores) shares of Rs.10/- (Rupees Ten only) each and 400,00,00,000 (Four Hundred Crores) shares of Rs.100/- (Rupees One Hundred only) each by creating additional Unclassified Shares aggregating Rs. 50,000,00,00,000/- (Rupees Fifty Thousand Crores only) RESOLVED FURTHER THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Act, read with the Companies (Incorporation) Rules, 2014, including any statutory modification(s) thereof, 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. 90150,00,00,000/- (Rupees Ninety Thousand One Hundred Fifty Crores only) divided into 2263,00,00,000 (Two Thousand Two Hundred Sixty Three Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each, 63,00,00,000 (Sixty Three Crores) Compulsorily Convertible Non-Cumulative Preference Shares of Rs. 100/- (Rupees One Hundred only) each, 112,20,00,000 (One Hundred Twelve Crores Twenty Lakhs) Preference Shares of Rs.100/- (Rupees One Hundred only) each and Unclassified Shares for an amount aggregating to Rs. 50,000,00,00,000/- (Rupees Fifty Thousand Crores Only) each, i.e. 1000,00,00,000 (One Thousand Crores) shares of Rs.10/- (Rupees Ten only) each and 400,00,00,000 (Four Hundred Crores) shares of Rs.100/- (Rupees One Hundred only) each, with the power to Board of Directors to classify the unclassified shares into several classes/kinds, face value or vice versa and determine the rights, privileges and conditions attached thereto from time to time. The Company has the power to increase or reduce the Capital of the Company and divide the shares in the Capital for the time being into several classes and attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to


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determine, vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 2013 or by the Articles of Association of the Company for the time being.’

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the ‘Board’, which term shall include any Committee constituted by the Board for this purpose or any person(s) authorised by the Board to exercise the powers conferred on the Board by this Resolution), 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 to give effect to this Resolution.”

2. Increase in Borrowing Powers of the Board of Directors pursuant to Section 180(1)(c) of the Companies Act, 2013 To consider and, if thought fit, to pass, with or without modification(s), if any, the following resolution as a Special Resolution: “RESOLVED THAT in supersession of the earlier resolution passed at the Extra-Ordinary General meeting held on March 28, 2014 and pursuant to section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which expression shall be deemed to include any committee constituted by the Board) for borrowing any sum or sums of money from time-to-time, from banks, financial institutions, bodies corporate, firms or such other persons whether in India or abroad and by issue of convertible/non-convertible securities (including fully/partly convertible debentures and/or non-convertible debentures with or without detachable or non-detachable warrants and/or secured premium notes and/or floating rates notes/bonds or other debt instruments) or otherwise as it may deem fit, at its discretion, and by the issue of any instrument, commercial paper or otherwise as the Board may deem fit, any sum or sums of monies which, together with the monies already borrowed by the Company, whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge on the Company’s assets, licences and properties, whether immovable or movable or stock-in-trade (including raw materials, stores, spare parts and components in stock or in transit) and work-in-progress and all or any of the undertaking of the Company, notwithstanding that the moneys to be borrowed together with moneys already borrowed by the Company, apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business, will or may exceed the aggregate of the paid-up share capital of the Company and its free reserves, so that the aggregate amount borrowed by the Board of Directors and outstanding at any point in time shall not exceed the sum of Rs. 68,000 Crores (Rupees Sixty Eight Thousand Crores Only); RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required and to delegate all or any of the powers herein conferred to any Committee of Directors or the Managing Director or any other Director or any other Officer(s) of the Company or any other person(s) to give effect to this Resolution.”

3. Increase in authorisation to the Board of Directors pursuant to Section 180 (1)(a) of the

Companies Act, 2013 To consider and, if thought fit, to pass, with or without modification(s), if any, the following resolution as a Special Resolution:


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“RESOLVED THAT in supersession of the earlier resolution passed at the Extra-Ordinary General meeting held on March 28, 2014 and pursuant to section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) and Rules framed thereunder, as amended from time to time, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which expression shall be deemed to include any committee constituted by the Board) to sell, lease or otherwise dispose off and/or create such mortgages and/or charges in addition to the existing mortgages, charges, hypothecations and other encumbrances, if any, created/ to be created by the Company, on such terms and conditions and at such time or times and in such form or manner as the Board may direct, on the whole or substantially the whole or any one or more of the Company’s undertakings or all its undertakings, including the present and/or future properties, whether movable or immovable, comprised in any existing and/or new undertakings of the Company, as the case may be, with power to take over the business and management of the Company in certain events, in favour of Banks/Financial Institutions, other investing agencies and trustees for the holders of debentures/bonds/other instruments to secure rupee/foreign currency loans and/or debentures and/or rupee/foreign currency convertible bonds and/or other securities (hereinafter collectively referred to as ‘Loans’), borrowed or to be borrowed by the Company in such manner and on such terms as may be decided by the Board in terms of the shareholders’ resolution; provided that the total amount of Loans together with interest thereon, additional interest, compound interest, liquidated damages, commitment charges, premia on pre-payment or on redemption, costs, charges, expenses and all other moneys payable by the Company in respect of the said Loans, shall not at any time exceed in the aggregate of Rs. 68,000 crores (Rupees Sixty Eight Thousand Crores only); RESOLVED FURTHER THAT the Board be and is hereby authorised to obtain any other approval or consent that may be needed, to execute the documents for creating the aforesaid mortgages and/or charges and to do all such acts and things as may be necessary for giving effect to the above resolution.”

4. Issue of Compulsorily Convertible Non-Cumulative Preference Shares – Series VI on Rights basis

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 (“Act”) read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 (”Rules”) framed thereunder, as 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 the 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, consent of the Company be and is hereby accorded to the Board to invite/offer, issue and allot upto 300,00,00,000 (Three Hundred Crores) Compulsorily Convertible Non-Cumulative Preference Shares (”CCPS”) of Rs. 100/- (Rupees One Hundred only) each, aggregating upto Rs. 30,000,00,00,000/- (Rupees Thirty Thousand Crores only), 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 equity share capital


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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 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 non-participating in the surplus assets and profits, on winding up which may remain

after the entire capital has been repaid; d) be paid dividend on a non-cumulative basis @ 0.1% or such other rate as may be

approved by the Board; e) 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; 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.

f) have voting rights only in respect of certain matters as per the provisions of Section 47(2) of the Act; and

g) not be redeemed but shall be compulsorily convertible.

RESOLVED FURTHER THAT the Board of Directors or Committee thereof or Director/s or any other Person/s authorised by the Board, be and are hereby authorized to determine size of each tranche(s), rights entitlement ratio, timing of the offer, rate of dividend on CCPS 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 this Resolution.”

5. Issue of Optionally Convertible Non-Cumulative Preference Shares (OCPS) – Series II

on Rights basis

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 (“Act”) read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 (”Rules”) framed thereunder, as 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 the 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, consent of the Company be and is hereby accorded to the Board to invite/offer, issue and allot upto 300,00,00,000 (Three Hundred Crores) Optionally Convertible Non-Cumulative Preference Shares (”OCPS”) of Rs. 100/- (Rupees One Hundred only) each, aggregating upto Rs. 30,000,00,00,000/- (Rupees Thirty Thousand Crores only), 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 equity 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;


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RESOLVED FURTHER THAT each OCPS 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 non-participating in the surplus assets and profits, on winding up which may remain

after the entire capital has been repaid; d) be paid dividend on a non-cumulative basis @0.1% or such other rate as may be

approved by the Board; e) be at the option of the holder be 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; or ii. Rs. 10/- per equity share (being the Face Value of the equity shares) at the option of the OCPS holder at any time after three months from the date of allotment of OCPS but not later than thirty-six months from the date of allotment.

f) have voting rights only in respect of certain matters as per the provisions of Section 47(2) of the Act; and

g) be redeemed at par, if the holder does not exercise the conversion option.

RESOLVED FURTHER THAT the Board of Directors or Committee thereof or Director/s or any other Person/s authorised by the Board, be and are hereby authorized to determine size of each tranche(s), rights entitlement ratio, timing of the offer, rate of dividend on OCPS 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 this Resolution.”

6. ISSUE OF NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES - SERIES I ON

RIGHTS BASIS

To consider and, if thought fit, to pass with or without modification(s), if any, the following resolution 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 (“Act”) read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 (”Rules”) framed thereunder, as 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 the 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, consent of the Company be and is hereby accorded to the Board to invite/offer, issue and allot upto 300,00,00,000 (Three Hundred Crores) Non-Cumulative Redeemable Preference Shares (”RPS”) of Rs. 100/- (Rupees One Hundred only) each, aggregating upto Rs. 30,000,00,00,000/- (Rupees Thirty Thousand Crores only), 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 equity 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;


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RESOLVED FURTHER THAT each RPS:

shall carry a preferential right vis-à-vis Equity Shares of the Company with respect to payment of dividend or repayment of Capital;

shall be non-participating in the surplus funds;

shall be non-participating in the surplus assets and profits which remains after the entire capital has been repaid, on winding up of the Company;

shall be entitled for payment of dividend on a Non-cumulative basis @ 0.1% or such other rate as may be approved by the Board;

shall be Non-convertible;

shall not carry any voting rights; and

shall be redeemable at the end of thirty-six months at par in full.

RESOLVED FURTHER THAT the Board of Directors or Committee thereof or Director/s or any other Person/s authorised by the Board, be and are hereby authorized to determine size of each tranche(s), rights entitlement ratio, timing of the offer, rate of dividend on RPS 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 this Resolution.”

7. Issue of Unsecured Optionally Convertible Debentures (OCD) – Series II on Rights basis The Members are requested to consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 62, 71 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made thereunder, as 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 the 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, consent of the Company be and is hereby accorded to the Board to invite/offer, issue and allot Unsecured Optionally Convertible Debentures (OCD), carrying interest at 0.1% or such other rate as may be fixed by the Board, aggregating upto Rs. 30,000,00,00,000/- (Rupees Thirty Thousand Crores only), 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 each OCD may at the option of OCD Holder at any time after three months from the date of allotment of OCD but not later than thirty-six months from the date of allotment be converted into such number of equity shares of Rs. 10/- each at the higher of: (a) Fair Market Value determined as on the date of the conversion; or (b) Rs. 10/- per equity share (being the Face Value of the equity shares)

Or be redeemed at the end of 36 months from the date of allotment, if the holder does not exercise the conversion option.


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RESOLVED FURTHER THAT the Board of Directors or Committee thereof or Director/s or any other Person/s authorised by the Board, be and are hereby authorized to determine size of each tranche(s), rights entitlement ratio or any other ratio, timing of the offer, rate of interest on OCD 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 this Resolution.”

8. Issue of Non-convertible Debentures on Private Placement Basis

To consider and, if thought fit, to pass, with or without modification(s), if any, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 42, 71 and all other applicable provisions, if any, of the Companies Act, 2013, read with proviso to Rule 14(2)(a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, (“Debt Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including statutory modification thereof and any circulars, notifications, clarifications, rules passed thereunder from time to time) as amended from time to time and in accordance with the provisions of Memorandum and Articles of Association of the Company, and subject to such approvals, consents, sanctions, permissions as may be necessary from all appropriate statutory and regulatory authorities, and subject to such conditions and modifications as may be prescribed by the respective statutory and/or regulatory authorities while granting such approvals, consents, sanctions, permissions which may be agreed to by the Board and subject to the total borrowings of the Company not exceeding the borrowing powers approved by the Members under Section 180(1)(c) of Companies Act 2013, the approval of the Members of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) for issuing, making offer(s) or invitation(s) to subscribe to unsecured Non-Convertible Debentures including but not limited to subordinated Debentures, bonds, and/or other debt securities, etc. (“NCDs”) (the “Issue”) to the Promoter/Promoter Group companies, other bodies corporate, banks, financial institutions and/or others and/or prospective investor(s) on a private placement basis in one or more tranches for an aggregate amount not exceeding Rs. 30,000 Crores, within the overall borrowing limits of the Company as may be approved by the Members from time to time, during a period of one year from the date of passing of this Resolution; RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized on behalf of the Company to do such acts, deeds and things as they may in their absolute discretion deem necessary or desirable in connection with such Issue or any matters incidental thereto including but not limited to the class of investors to whom NCDs are to be issued, the determination of the face value, issue price, issue size, timing, amount, security, coupon / interest rate(s), yield, utilization of issue proceeds, listing, allotment, tenure and other terms and conditions of Issue; and to deal with all such matters, settle all questions, difficulties or doubts that may arise in regard to the issue or allotment of such Debentures, and take all such steps as may be necessary and to sign/execute, any deeds / documents / agreements / undertakings / papers / writings etc. as the Board may in its absolute discretion deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution;


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NOTES FOR MEMBERS’ ATTENTION:

A. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXY(IES) TO ATTEND AND VOTE AT THE MEETING INSTEAD OF HIMSELF/HERSELF AND THE PROXY(IES) NEED NOT BE A MEMBER. The instrument appointing the proxy(ies) in order to be effective should be completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting either in person or through post/courier.

B. A person appointed as proxy, shall act as a proxy for not more than 50 Members and holding in aggregate not more than 10% of the total paid up share capital of the Company carrying voting rights. A Member holding more than 10% of the paid up share capital of the Company carrying voting rights may appoint a single person as proxy and such person appointed cannot act as proxy for any other Member.

C. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) in

respect of Item Nos. 1 to 9 of the Notice is annexed hereto and forms part of this Notice.

D. All documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office of the Company and copies of such document shall also be available at the Corporate Office located at A&E Blocks, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 on all working days during business hours up to the date of the Extra-ordinary General Meeting. The copies of such documents shall also available for inspection at venue of the EGM.

E. Companies / Bodies Corporate Members are requested to send a certified copy of the board

resolution authorising their representatives to attend and vote at the meeting pursuant to provisions of Section 113 of the Act.


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ANNEXURE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT,

2013 (the ‘Act’)

Item No. 1 The Board of Directors of the Company has been exploring various fund-raising options in order to augment the resources of the Company. Currently, the Authorised Share Capital as per the Memorandum of Association (“MOA”) does not have the headroom to issue of Securities as set out in Item Nos. 4, 5, 6 and 7 of the accompanying notice, therefore in accordance with the provisions of Section 13 and 61 of the Act, it is proposed to increase the Authorised Capital of the Company and accordingly clause V of Memorandum of Association is proposed to be amended. The draft of the Memorandum of Association of the Company, after incorporating the proposed changes is available for inspection by the Members at the Registered Office of the Company during the 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 Board of Directors recommends the Resolution as set out at Item No. 1 of the accompanying Notice for the approval by the Members of the Company. None of the Directors of the Company or their relatives, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financial or otherwise, in the proposed Resolution at Item No. 1 of the accompanying Notice. Item No. 2 & 3 The Members had, at Extra-Ordinary General Meeting held on March 28, 2014, accorded their consent to the Board by way of Special Resolutions under Section 180(1)(c) of the Act and under Section 180(1)(a) of the Act for availing by way of loans and any other credit facilities up to the borrowing limit of Rs. 38,000 Crores and for creation of mortgages/charges on all or any of the movable and/or immovable properties of the Company, for securing the said borrowing of Rs. 38,000 Crores respectively. The Board of Directors of the Company has been exploring various fund-raising options in order to augment the resources of the Company. Accordingly, the Board of Directors at its meeting held on October 26, 2017 has approved the proposal to raise an additional amount not exceeding Rs. 30,000,00,00,000/- (Rupees Thirty Thousand Crores Only) through issue of Compulsorily Convertible Non-Cumulative Preference Shares and/or Optionally Convertible Non-Cumulative Preference Shares and/or Non-cumulative Redeemable Preference Shares and/or Unsecured Optionally Convertible Debentures and/or issue of Non-Convertible Debentures and/or equity shares and/or acceptance/availing of Inter Corporate Deposits /Loans, Commercial Papers subject to the approval of the Members of the Company wherever needed. The Company might be required to mortgage and/or create charge on the movable and immoveable properties of the Company, both present and future and/or the whole or any part of the undertaking(s) of the Company in favour of the lender(s) and/or trustee(s) for securing the borrowings of the Company availed/to be availed by way of loan(s) (in foreign currency and/or rupee currency) and securities (issued/to be issued by the Company), from time to time, subject to the limits approved by members under Section 180(1)(a) of the Act. The Shareholders at the Meeting held on March 28, 2014 had fixed a limit of Rs. 38,000 Crores for borrowings and creation of such security which is now proposed to be increased to Rs. 68,000 Crores.


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Therefore, it is necessary to pass resolutions under Section 180(1)(c) and Section 180(1)(a) of the Act for empowering the Board of Directors to borrow moneys in excess of paid-up capital and free reserves as mentioned above and for creation of mortgage/charge on the moveable and immoveable assets and properties of the Company as set out in the Resolutions at Item Nos. 2 and 3, respectively. The Board of Directors commends the Resolution as set out at Item Nos. 2 and 3 of the accompanying Notice for approval of the Members of the Company. None of the Directors of the Company or their relatives, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financial or otherwise, in the proposed Resolutions at Item Nos. 2 and 3 of the accompanying Notice. Item Nos. 4 to 7 The Board of Directors of the Company has been exploring various fund raising options in order to augment the resources of the Company through issue of Compulsorily Convertible Preference Shares - Series VI (“CCPS”) and/or issue of Optionally Convertible Non-Cumulative Preference Shares – Series II (“OCPS”), and/or issue of Non-cumulative Redeemable Preference Shares – Series I (“RPS”) and/or issue of Unsecured Optionally Convertible Debentures – Series II (“OCD”) subject to the approval of the Members of the Company. The funds raised through one or more of these options will be utilised primarily for: 1) To prepay/repay the existing debt/loans including deferred payment liability to Department of

Telecommunciations (DoT) for spectrum and for general corporate purposes of the Company; and

2) To invest in Tata Teleservices (Maharashtra) Limited (TTML) to enable it to prepay/repay its debt/loans including deferred payment liability of DoT for spectrum and for general corporate purposes of TTML.

The Board of Directors at its meeting held on October 26, 2017 have approved proposal to raise resources upto Rs. 30,000 Crores by way of one or more of the following methods/instruments:

a) CCPS – Series - VI, in one or more tranche(s) on Rights Basis; b) OCPS – Series II, in one or more tranche(s) on Rights Basis; c) RPS – Series I, in one or more tranche(s) on Rights Basis; d) OCD – Series -II, in one or more tranche(s) on Rights Basis; e) Issue of equity shares on Rights Basis; f) Issue of Non-convertible Debentures on private placement basis or issue of Commercial

Papers g) Acceptance of inter-corporate Deposits/Loans

Section 55 of the Act read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 (”Rules”) , inter alia, requires the 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 CCPS, at par on Rights basis and/or OCPS, at par on Rights basis and/or RPS, and/or OCD, in one or more tranche(s), at par on Rights basis to the Equity Shareholders of the Company.

A statement of disclosures as required under Rule 9(3) of the Rules and the terms of issue of CCPS, OCPS and RPS, are as under:

(a) the size of the issue and number of preference shares to be issued and nominal value of each share

a) upto 300,00,00,000 (Three Hundred Crores) Compulsorily Convertible Non-Cumulative Preference Shares (‘CCPS’) – Series- VI of Rs. 100/- (Rupees One Hundred only) each, and/or


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b) upto 300,00,00,000 (Three Hundred Crores) Optionally Convertible Non-Cumulative Preference Shares (‘OCPS’) of Rs. 100/- (Rupees One Hundred Only) each and/or

c) upto 300,00,00,000 (Three Hundred Crores) Non-Cumulative Redeemable Preference Shares – Series I (‘RPS’) of Rs. 100/- (Rupees one Hundred Only) each,

aggregating upto Rs. 30,000,00,00,000/- (Rupees Thirty Thousand Crores only), in one or more tranche(s)

(b) the nature of such shares i.e. cumulative or non - cumulative, participating or non - participating , convertible or non – convertible

a) Non-Cumulative, Non-participating Compulsorily Convertible Preference shares in case of CCPS and/or

b) Non-Cumulative, Non-participating Optionally Convertible Preference Shares in case of OCPS and/ or

c) Non-Cumulative Non-participating Non-convertible Redeemable Preference Shares in case of RPS

(c) the objectives of the issue 1) To prepay/repay the existing debt/loans including deferred payment liability to Department of Telecommunciations (DoT) for spectrum and for general corporate purposes of the Company; and

2) To invest in Tata Teleservices (Maharashtra) Limited (TTML) to enable it to prepay/repay its debt/loans including deferred payment liability of DoT for spectrum and for general corporate purposes of TTML

(d) the manner of issue of shares Rights Basis for CCPS, OCPS and RPS

(e) the price at which such shares are proposed to be issued

At par for CCPS, OCPS and RPS

(f) the basis on which the price has been arrived at

Not applicable as shares are being issued at par

(g) the terms of issue, including terms and rate of dividend on each share, etc.

The shares shall carry a fixed Non-Cumulative dividend at a rate of 0.1% or such other rate as may be fixed by the Board on the capital for the time being paid-up thereon

(h) the terms of redemption, including the tenure of redemption, redemption of shares at premium and if the preference shares are convertible, the terms of conversion

a) Each CCPS shall be compulsorily converted into such number of equity shares of Rs. 10 each at the higher of: (a) Fair Market Value determined as on the date of the conversion; or (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.

b) Each OCPS shall be optionally converted into such number of equity shares of Rs. 10/- each at the higher of: (a) Fair Market Value determined as on the date of the conversion; or


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(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.

c) Each RPS shall be redeemed at the end of thirty-six months at par in full

(i) the manner and modes of redemption

a) Not applicable in case of CCPS as they are not redeemable.

b) In case OCPS are not converted by the holder, they shall be redeemed at par in full.

c) In case of RPS, they shall be redeemed in at par in full.

(j) the current shareholding pattern of the company

Equity Shareholding Pattern as on October 20, 2017:

Category % to Equity Capital

Foreign holding 28.34

Bodies corporate 71.26

Directors/Relatives of Directors

0.00

Other top 50 shareholders 0.40

Indian Public 0.00

Compulsorily Convertible Non-cumulative Preference shareholding Pattern (CCPS) as on October 20, 2017:

Category % to CCPS Capital

Body Corporate 100

(k) the expected dilution in equity share capital upon conversion of preference shares

Nil for RPS and Nil, if the CCPS and/or OCPS are issued on a Rights Basis to the existing equity shareholders and are subscribed by all.

(l) Minimum Subscription Not applicable

(m) 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 Non-Resident Shareholder.

(n) Transferability of CCPS and OCPS and RPS

The CCPS and/or OCPS and/or RPS shall be transferable, subject to provisions of Articles of Association and applicable regulations, including FDI and FEMA regulations/guidelines.

(o) Payment Terms The entire issue price of Rs. 100/- per the CCPS and/or OCPS and/or RPS, as the case may be, shall be payable upfront on application

(p) Variation in terms of the CCPS OCPS and RPS

Any variation in the terms of the CCPS and/or OCPS and/or RPS after allotment shall be made in accordance with applicable provisions of the Act and Rules framed thereunder.


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(q) Fractional Shares Fractional shares, if any, arising on conversion the CCPS and/or OCPS shall be rounded off to the next higher digit if equal to or greater than 0.5 share. Any fraction below 0.5 share shall be ignored. Not Applicable for RPS.

(r) Ranking of equity shares arising on conversion

The Equity Shares to be allotted on conversion of the CCPS and/or OCPS shall rank pari passu in all respects with the then existing Equity Shares of the Company, and shall be subject to the Memorandum and Articles of Association of the Company. The shares, if allotted, to NTT DOCOMO, INC. under this issue and thereafter converted into Equity Shares, 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. Not Applicable for RPS.

(s) Manner of issuance of CCPS and/or OCPS and/or RPS, and equity shares on conversion

CCPS and/or OCPS and/or RPS would be allotted in dematerialized form and the Equity Shares arising on conversion shall also be issued in dematerialized form. In case any Shareholder is holding Equity Shares in physical form, Share Certificate shall be issued.

The issue of CCPS and/or OCPS and/or RPS and/or OCD 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 earlier by the Company. The Company may issue CCPS in terms of Resolution at Item No. 4 and/or OCPS in terms of Resolution at Item 5 and/or RPS in term of Resolution at Item No. 6 and/or OCD in terms of Resolution at Item No. 7 or all, not exceeding an aggregate amount of Rs. 30,000 Crs. on rights basis to the shareholders of the Company in one or more tranches. The terms and conditions of CCPS, OCPS, RPS and OCD have been indicated in the Resolution at Item No. 4, 5, 6 and 7 of the Notice. The Board of Directors recommends the Resolution as set out at Item Nos. 4, 5, 6 and 7 of the accompanying Notice for approval of the Members of the Company. None of the Directors of the Company or their relatives, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financial or otherwise, in the proposed Resolutions at Item Nos. 4, 5, 6 and 7 of the accompanying Notice Item No. 8 Pursuant to Sections 42, 71 and other applicable provisions of the Act, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, the Company offering or making an invitation to subscribe to Non-Convertible Debentures (“NCDs”) is required to obtain the prior approval of the Members of the Company by way of a Special Resolution which is valid for a year.


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TATA TELESERVICES LIMITED Corporate Identification Number: U74899DL1995PLC066685

Regd. Office: Jeevan Bharati Tower I, 10th Floor, 124, Connaught Circus, New Delhi – 110001, India.

Corporate Office: A & E Blocks, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400033,

India.

Tel: +91-22-66671414, Fax: +91-22-66106175. Website: www.tatateleservices.com and

www.tatadocomo.com; Email Id: [email protected]

Contact Person: Mr. Pravin Jogani – Assistant Company Secretary

E-Mail: [email protected]

ATTENDANCE SLIP

Extra-Ordinary General Meeting on Tuesday, November 21, 2017 at 11.30 hours at Tata Teleservices Limited Board Room, A & E Blocks, Voltas Premises, T.B. Kadam Marg, Chinchpokli, Mumbai – 400 033

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 Tata Teleservices Limited Board Room, A & E Blocks, Voltas Premises, T.B. Kadam Marg, Chinchpokli, Mumbai – 400 033 on Tuesday, November 21, 2017 at 11.30 hours. Member’s/Proxy’s name in Block Letters______________________________________________________ Member’s/Proxy’s Signature________________________________________________________________ Note: Please fill in this slip and handover at the ENTRANCE of the venue of the General Meeting. *Applicable for shareholder(s) holding shares in electronic (dematerialized) form.

http://www.tatateleservices.com/

http://www.tatadocomo.com/

mailto:[email protected]



17

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)


Corporate Identification Number: U74899DL1995PLC066685

Regd. Office: Jeevan Bharati Tower I, 10th Floor, 124, Connaught Circus, New Delhi – 110001, India.

Corporate Office: A & E Blocks, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400033,

India.

Tel: +91-22-66671414, Fax: +91-22-66106175. Website: www.tatateleservices.com and

www.tatadocomo.com; Email Id: [email protected]

Contact Person: Mr. Pravin Jogani – Assistant Company Secretary

E-Mail: [email protected]

Extra-Ordinary General Meeting on Tuesday, November 21, 2017 at 11.30 hours at Tata Teleservices Limited Board Room, A & E Blocks, Voltas Premises, T.B. Kadam Marg,

Chinchpokli, Mumbai – 400 033

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

:

Address

:

Email-id

:

Signature :

http://www.tatateleservices.com/

http://www.tatadocomo.com/




18

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 Tuesday, November 21, 2017 at 11.30 hours at Tata Teleservices Limited Board Room, A & E Blocks, Voltas Premises, T.B. Kadam Marg, Chinchpokli, Mumbai – 400 033 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. Increase in Borrowing Powers of the Board of Directors pursuant to Section 180(1)(c) of the

Companies Act, 2013. 3. Increase in authorisation to the Board of Directors pursuant to Section 180 (1)(a) of the Companies

Act, 2013. 4. Issue of Compulsorily Convertible Non Cumulative Preference Shares (CCPS) – Series VI on Rights

basis. 5. Issue of Optionally Convertible Non Cumulative Preference Shares (OCPS) – Series II on Rights basis. 6. Issue of Non-Cumulative Redeemable Preference Shares (OCPS) – Series I on Rights basis. 7. Issue of Optionally Convertible Debentures (OCD) – Series II on Rights basis. 8. Issue of Non-convertible Debentures on Private Placement Basis. 9. Investment in Securities to be issued by Tata Teleservices (Maharashtra) Limited.

Signed this __________ day of __________ 2017 Signature of Shareholder ____________________ 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.

Affix a Revenue

Stamp of Re. 1/-


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Route Map and prominent landmark for EGM Venue *

Address of Venue: Tata Teleservices Limited Board Room, A & E Blocks, Voltas Premises, T. B.

Kadam Marg, Chinchpokli, Mumbai – 400 033.

*Source: Google Maps

tata teleservices limited notice...tata teleservices limited 3 “resolved that in supersession of...

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