TATA TELESERVICES LIMITED 1 NOTICE Notice is hereby given

TATA TELESERVICES LIMITED

1

NOTICE

Notice is hereby given that the Twentieth Annual General Meeting (“AGM”) of Tata Teleservices Limited

(the “Company”) will be held on Wednesday, September 30, 2015 at 12:30 hours at the Registered Office

of the Company at Jeevan Bharati Tower-I, 10th

Floor, 124, Connaught Circus, New Delhi – 110 001, to

transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

a. the Audited Financial Statements of the Company for the financial year ended March 31, 2015

together with the Reports of the Directors and the Auditors thereon; and

b. the Audited Consolidated Financial Statements of the Company for the financial year ended

March 31, 2015, together with the Report of the Auditors thereon.

2. To appoint a Director in place of Mr. Ishaat Hussain (DIN 00027891), who retires by rotation and,

being eligible, offers himself for re-appointment to hold the office upto September 1, 2017.

3. To appoint a Director in place of Mr. N. Srinath (DIN 00058133), who retires by rotation and, being

eligible, offers himself for re-appointment.

4. Appointment of Auditors

To consider, review and if thought fit, to pass, with or without modification(s), the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 (the “Act”)

and other applicable provisions, if any, of the Act and the Companies (Audit and Accounts) Rules,

2014, as amended from time to time, S. R. Batliboi & Associates LLP, Chartered Accountants, having

Registration No. 101049W, retiring Auditors of the Company, be and are hereby re-appointed as the

Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the

conclusion of the next Annual General Meeting of the Company at a remuneration as mutually

agreed between the Board of Directors and the Auditors.”

SPECIAL BUSINESS:

5. To consider, review and, if thought fit, to pass with or without modifications, if any, the following


“RESOLVED THAT Dr. Narendra Damodar Jadhav (DIN 02435444), who was appointed as an

Additional Director of the Company by the Board of Directors with effect from March 17, 2015 and

who holds office upto the date of this Annual General Meeting pursuant to Section 161(1) of the

Companies Act, 2013 (the “Act”) and who is eligible for appointment and has consented to act as a

Director of the Company and in respect of whom the Company has received a notice in writing from

a Member under Section 160 of the Act proposing his candidature for the office of Director, be and is

hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other

applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of

Directors) Rules, 2014, as amended from time to time, approval of the Members of the Company be


2

and is hereby granted for appointment of Dr. Narendra Damodar Jadhav as an Independent Director

of the Company, who has submitted a declaration that he meets the criteria for independence as

provided in Section 149(6) of the Act and who is eligible for appointment as an Independent Director

to hold office for a term of five years from March 17, 2015 to March 16, 2020.”



“RESOLVED THAT Ms. Bharati Rao (DIN 01892516), who was appointed as an Additional Director of

the Company by the Board of Directors with effect from March 17, 2015 and who holds office upto

the date of this Annual General Meeting pursuant to Section 161(1) of the Companies Act, 2013 (the

“Act”) and who is eligible for appointment and has consented to act as a Director of the Company

and in respect of whom the Company has received a notice in writing from a Member under Section

160 of the Act proposing her candidature for the office of Director, be and is hereby appointed as a

Director of the Company.



Directors) Rules, 2014 as amended from time to time, approval of the Members of the Company be

and is hereby granted for appointment of Ms. Bharati Rao as an Independent Director of the

Company, who has submitted a declaration that she meets the criteria for independence as provided

in Section 149(6) of the Act and who is eligible for appointment as an Independent Director to hold

office for a term of five years from March 17, 2015 to March 16, 2020.”



“RESOLVED THAT Ms. Vibha Paul Rishi (DIN 05180796), who was appointed as an Additional

Director of the Company by the Board of Directors with effect from March 30, 2015 and who holds

office upto the date of this Annual General Meeting pursuant to Section 161(1) of the Companies Act,

2013 (the “Act”) and who is eligible for appointment and has consented to act as a Director of the

Company and in respect of whom the Company has received a notice in writing from a Member

under Section 160 of the Act proposing her candidature for the office of Director, be and is hereby

appointed as a Director of the Company.



Directors) Rules, 2014 as amended from time to time, approval of the Members of the Company be

and is hereby granted for appointment of Ms. Vibha Paul Rishi as an Independent Director of the

Company, who has submitted a declaration that she meets the criteria for independence as provided

in Section 149(6) of the Act and who is eligible for appointment as an Independent Director to hold

office for a term of five years from March 30, 2015 to March 29, 2020.”



“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies

Act, 2013 (the "Act”) read with the Companies (Audit and Auditors) Rules, 2014 (including any

http://www.tatateleservices.com/

http://www.tatadocomo.com/

mailto:[email protected]


4

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. A Member holding

more than 10% of the paid up share capital of the Company 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 the special business 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 Annual General Meeting.

The copies such documents shall also available for inspection at the venue of this Annual General

Meeting.

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.

F. Electronic copy of the Annual Report is also being sent to the Foreign Members whose email

addresses are registered with the Company/Depository Participant(s) for communication purposes in

addition to the physical copy of the same by the permitted mode. To support the ‘Green Initiative’,

the Members who have not registered their e-mail addresses are requested to register the same with

the Company’s Registrar and Share Transfer Agents/Depositories.

G. Members may note that the Notice of the Twentieth Annual General Meeting of the Company and

the Annual Report will also be available on the website of the Company www.tatateleservices.com.

H. Updation of Members’ Details:

The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Act

requires the Company/ Registrar and Share Transfer Agents to record additional details of Members,

including their PAN details, email address, bank details for payment of dividend, etc. A form for

capturing the additional details is appended at the end of the Notice. Members holding shares in

physical form are requested to submit the filled in form to the Company or its Registrar and Share

Transfer Agents. Members holding shares in electronic form are requested to submit the details to

their respective Depository Participants.



5

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 5 to 7

The Board of Directors, on recommendation of the Nomination and Remuneration Committee, appointed

Dr. Narendra Damodar Jadhav, Ms. Bharati Rao and Ms. Vibha Paul Rishi as Additional Directors of the

Company and they hold the office as such upto the date of this Annual General Meeting pursuant to the

provisions of Section 161(1) of the Companies Act, 2013 (the “Act”). The Board has also appointed them

as Independent Directors pursuant to the provisions of Section 149 of the Act for the following term,

subject to approval of the Members:

Dr. Narendra Damodar Jadhav For a period of 5 years with effect from March 17, 2015

Ms. Bharati Rao

Ms. Vibha Paul Rishi For a period of 5 years with effect from March 30, 2015

The Company has received a notice along with the requisite deposit pursuant to Section 160 of the Act

proposing candidature of aforesaid Additional Directors for the office of Director of the Company. The

above Directors have given declarations to the Board that they meet the criteria of independence as

provided under Section 149(6) of the Act. In the opinion of the Board, above Directors fulfill the

conditions specified in the Act and the Rules made there under for appointment as Independent

Directors and they are independent of the management.

The matter regarding appointment of the above Directors as Independent Directors was placed before

the Nomination and Remuneration Committee, which has commended their appointment as

Independent Directors for the period as specified in their respective Resolutions.

In compliance with the provisions of Section 149, 152 and 161, Schedule IV and other applicable

provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors) Rules,

2014, the appointment of the above Additional Directors as Directors and Independent Directors is now

being placed before the Members in General Meeting for their approval.

The above Directors, being Independent Directors, shall not be liable to retire by rotation.

The terms and conditions of appointment of Independent Directors shall be open for inspection by the

Members at the Registered Office of the Company and copy of the same shall also be available at the

Corporate Office at A & E Blocks, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 on

all working days, during business hours upto the date of the Annual General Meeting.

The brief profiles of the Independent Directors to be appointed are given below:

Dr. Narendra Damodar Jadhav holds a PhD in Economics from Indiana University, USA. Dr. Jadhav is a

renowned author, economist, educationist, social scientist and public speaker. He currently serves as

Professor, Durgabai Deshmukh Chair in Social Development, Equity and Human Security at the Council

for Social Development (CSD), New Delhi.

In over four decades of public service, Dr. Jadhav has served in key positions including as Member of the

Planning Commission and the National Advisory Council. He has also held the position of Vice-

Chancellor, University of Pune and Principal Adviser and Chief Economist, Reserve Bank of India (RBI).


6

During his 31 years of association with the RBI, he also served in Advisory capacities at International

Monetary Fund (IMF) and Governments of Afghanistan and Ethiopia.

He is the recipient of 66 national and international awards for his contribution to the fields of economics,

education, literature, culture and social work, including four Honorary D-Litt Degrees and the title of the

Commander of the Order of Academic Palmes by the Government of France.

Ms. Bharati Rao holds a post graduate degree in Economics from Madras University. Ms. Rao has the

distinction of being the first woman Deputy Managing Director of the State Bank of India (SBI). Ms. Rao

joined SBI in 1972 and in her long and distinguished career at the bank, held both domestic and

international positions and titles covering areas such as Project Finance, Credit & Risk Management,

International Banking, Human Resources and Mergers & Acquisitions. She also played a key role in the

planned merger between State Bank of India and State Bank of Saurashtra which was completed in 2008

and initiated the merger process of State Bank of India and State Bank of Indore. After serving the bank

for more than 36 years, she retired as its Deputy Managing Director.

With over 40 years of experience in banking and financial sector Ms. Rao currently serves on the boards

of companies like the SBI Capital Markets Limited, SBI GTF Limited, Vijaya Bank, Cholamandalam

Investment and Finance Co Limited, Carborundum Universal Limited, Neuland Laboratories Limited etc.

She is also an advisor to Brickwork Rating Co Limited.

Ms. Vibha Paul Rishi holds an honors degree in Economics from Lady Sri Ram College, Delhi University

and a management degree from Faculty of Management Studies, Delhi University with specialisation in

Marketing. Ms. Rishi is an accomplished marketing evangelist with international experience in

spearheading global marketing campaigns for high-visibility consumer products. Prior to this, she was

Executive Director – Brand and Human Capital, Max India Limited.

Ms. Rishi’s core competency includes Product Rebranding, New Product Development and Launch,

Alignment of Global Marketing Teams Startups, Entering New International Markets, Best Practices,

Organizational Structure and Strategic Planning. Her experience includes launching major beverage brand

into new market and growing revenue from zero to $750 million, while completely revolutionizing niche

market throughout entire country.

Ms. Rishi has been associated with Future Group, Pratham (Indian NGO) London, PepsiCo Inc and its

group companies. She joined the Tata Administrative Service in 1982 and during 1983-88 was part of the

core start up team of Titan Watches.

The details including the qualification and the list of various companies in which the above Directors

serves as Director and Member/Chairman of various committees are stated in the annexure attached to

the Notice.

The Board commends the Resolutions set out at Items Nos. 5 to 7 of the Notice for approval by the

Members as Ordinary Resolutions.

The above Directors are interested in the Resolutions mentioned at Item Nos. 5 to 7 of the Notice with

regard to their respective appointments. Other than the above, no other Director, Key Managerial

Personnel of the Company or their relatives are in any way, concerned or interested, in the Resolutions

mentioned at Items Nos. 5 to 7 of the Notice.


7

Item No. 8

The Board of Directors at its meeting held on May 15, 2015, on recommendation of the Audit Committee,

has approved appointment of M/s. Sanjay Gupta & Associates as Cost Auditor of the Company for the

Financial Year 2015 - 16 at a remuneration of Rs. 11,00,000/-, excluding service tax, plus out of pocket

expenses not exceeding 10% of the remuneration incurred in connection with the Cost audit.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made thereunder,

remuneration of Cost Auditor of the Company is required to be ratified and approved by the

shareholders of the Company.

M/s. Sanjay Gupta & Associates have certified that they are eligible for appointment as Cost Auditors,

free from any disqualifications and are working independently and maintain arms length relationship with

the Company.

The Board commends the Resolution set out at Item No. 8 of the Notice for approval and ratification by

the Members as an Ordinary Resolution.

None of the Directors, Key Managerial Personnel and/or their relatives are in any way concerned or

interested in the resolution mentioned at Item No. 8 of the Notice.

Item No. 9 & 10

The Board of Directors, on recommendation of Nomination and Remuneration Committee, appointed

Mr. Hidetada Hayashi and Dr. Gopichand Katragadda as Additional Directors of the Company with effect

from August 26, 2015 and they hold office up to the date of this Annual General Meeting pursuant to the

provisions of Section 161 of the Companies Act, 2013 (the “Act”). The Company has received notice along

with the requisite deposit pursuant to Section 160 of the Act proposing their candidature for the office of

Director of the Company.

In compliance with the provisions of Sections 152 and 161 and other applicable provisions, if any, of the

Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the appointment

of Mr. Hayashi and Dr. Katragadda as Directors of the Company is now being placed before the Members

in General Meeting for their approval.

Mr. Hayashi & Dr. Katragadda shall be liable to retire by rotation.

The brief profiles of Mr. Hayashi and Dr. Katragadda are as under:

Mr. Hidetada Hayashi is Senior Manager of Global Business Division at NTT DOCOMO INC. He served as

Chief Financial Officer of DOCOMO PACIFIC, INC., the largest mobile carrier operating in Guam, USA and

CNMI from 2008 to 2012. Before joining NTT docomo, he held various positions in NTT Communications

and Nippon Telegraph and Telephone Corporation from 1994 to 2004.

He has graduated from Chuo University with a bachelor's degree in Law.

Dr. Gopichand Katragadda is the Group Chief Technology Officer for Tata Sons. In this role, Dr.

Katragadda drives technology and innovation for the Tata conglomerate leveraging cross-company

synergies. He is a director on the boards of select Tata Companies.

Previously, as the Chairman and Managing Director of GE India Technology Centre, he facilitated funding

of cross-business innovation, championed the commissioning of new research labs, developed research






9

Details of the Directors as on the date of this Notice seeking Appointment/Re-appointment at the Annual General Meeting (“AGM”)

Particulars Mr. Ishaat

Hussain

Mr. N. Srinath Dr. Narendra

Damodar Jadhav

Ms. Bharati Rao Ms. Vibha Paul

Rishi

Mr. Hidetada

Hayashi

Dr. Gopichand

Katragadda

Age 68 53 62 67 55 45 47

Date of first

appointment

on the Board

September 29,

1999

January 17, 2003 March 17, 2015 March 17, 2015 March 30, 2015 August 26, 2015 August 26, 2015

Qualifications Graduated in

Economics from St.

Stephens College,

New Delhi, Fellow

Member of the

Institute of

Chartered

Accountants in

England and Wales

(FCA).

Mechanical

Engineering

from IIT (Chennai)

and a

Management

degree from

IIM (Kolkata)

PhD in Economics

from Indiana

University, USA

Post graduate in

Economics from

Madras University

and a Certified

Associate of the

Indian Institute of

Banking and

Finance

Honors degree in

Economics from

Lady Sri Ram

College, Delhi

University, a

management

degree from

Faculty of

Management

Studies, Delhi

University with

specialization in

Marketing

Graduated from

Chuo University

with a bachelor's

degree in Law

MS and PhD

degrees in

Electrical

Engineering from

Iowa State

University, Ames,

Iowa


10

Experience 30 years of

experience within

the Tata Group.

Prior to joining the

Tata Sons Board in

1999, he held

various positions in

Tata Steel Limited

and was the

Finance Director of

Tata Steel Ltd.

for ten years from

1989.

29 years of

experience within

the Tata Group and

has held positions

in Project

Management, Sales

& Marketing and

Management in

various Tata

companies in the

ICT sector.

40 year experience

in various

capacities

including as Chief

Economist, RBI,

Member- Planning

Commission, and

Vice Chancellor,

University of Pune.

43 years of varied

experience in the

fields of Project

Finance,

International

Banking, Credit and

Risk Management.

Corporate career

of 32 plus years

including Titan,

PepsiCo, Future

Group and Max

India in India, US

and UK.

20 years

experience in

Finance and

Accounting,

Business

Development,

Sales and

Marketing

Group Chief

Technology

Officer for Tata

Sons. Chairman

and Managing

Director of GE

India Technology

Centre

Terms and

conditions of

appointment

- Director in

Non-executive

capacity

- Liable to retire

by rotation

As per the

agreement entered

into with Company

and open for

inspection at the

registered office of

the Company on all

working days,

during business

hours upto the date

of the Meeting.

- Directors in Non-executive Independent capacity

- Not liable to retire by rotation

- Term of appointment – 5 years with effect from respective

date of appointment

Other terms and conditions - Available on the website of the

Company www.tatateleservices.com and open for inspection at

the registered office of the Company on all working days,

during business hours upto the date of the Meeting

- Director in

Non-executive

capacity

- Liable to retire

by rotation

- Director in

Non-

executive

capacity

- Liable to

retire by

rotation



11

Remuneration

sought to be

paid

Nil As per the

resolution passed at

the Extra-Ordinary

Meeting of the

shareholders held

on March 9, 2015.

Sitting fees of Rs.

50,000 per

meeting attended

of the Board of

Directors or any

committee thereof

Sitting fees of Rs.

50,000 per meeting

attended of the

Board of Directors

or any committee

thereof

Sitting fees of Rs.

50,000 per

meeting attended

of the Board of

Directors or any

committee thereof

Sitting fees of Rs.

50,000 per

meeting attended

of the Board of

Directors or any

committee thereof

Sitting fees of Rs.

50,000 per

meeting attended

of the Board of

Directors or any

committee

thereof

Last

remuneration

drawn from

the Company

Nil Rs. 356,70,234 for

the financial year

2014-15

Nil Nil Nil Nil Nil

Number of

board

meetings

attended

during the

year

Held Attended Held Attended Held Attended Held Attended Held Attended Held Attended Held Attended

4 3 4 4 - - - - - - - - - -

Expertise in

Specific

functional

area

Wide experience in

the field of Finance

and Management

High-technology

areas such as

Process Automation

and Control,

Information

Technology and

Telecommunications

Economics and

Public Policy

Banking & Finance Marketing,

Strategy and

people

Finance and

Accounting,

Business

Development,

Sales and

Marketing

Rich experience in

Technology &

R & D


12

Number of

Shares held in

the Company

(Including

held by the

dependents)

Nil Nil Nil Nil Nil Nil Nil

Directorships

held in other

Companies#

Tata Sons Ltd

Tata Steel Limited

Voltas Limited

Tata AIG General

Insurance Co.

Limited

Tata AIA Life

Insurance Co.

Limited

Tata Consultancy

Services Limited

Tata Sky Limited

The Bombay

Dyeing & Mfg.

Co. Ltd

Tata Capital

Limited

Tata

Communications

Limited

Tata Business

Support Services

Limited

Viom Networks

Limited

Tata Teleservices

(Maharashtra)

Limited

Honeywell

Automation India

Limited

SS Techno

Limited

Sustainable

Agro-Commercial

Finance Limited

SBI Capital

Markets Limited

SBICap Securities

Limited

SBI Global Factors

Limited

Neuland

Laboratories

Limited

Cholamandalam

Investment and

Finance Co. Ltd

Corborundum

Universal Limited

Delphie TVS

Diesel Systems

Limited

Wheels India

Limited

Future Consumer

Enterprise

Limited

Asian paints

Limited

Tata Chemicals

Limited

The Indian Hotels

Company Limited

Escorts Limited

PNB Metlife India

Insurance

Company Limited

Nil Tata Elxsi Limited

Tata

Communications

Limited

Tata Autocomp

Systems Limited


13

Memberships/

Chairmanships

of

Committees*

of other Public

Companies#

Audit Committee:

Tata Steel Limited

Tata AIA Life

Insurance Co.

Limited

Tata Consultancy

Services Limited

Tata Sky Limited

The Bombay

Dyeing & Mfg.

Co. Ltd**

Stakeholders

Relationship

Committee

Tata Steel

Limited**

Audit Committee:

Honeywell

Automation

India Limited

Stakeholders

Relationship

Committee

Tata Teleservices

(Maharashtra)

Limited

None Audit Committee:

SBI Global Factors

Limited

Corborundum

Universal Limited

Neuland

Laboratories

Limited

Delphie TVS

Diesel Systems

Limited

Audit

Committee:

Future Consumer

Enterprise

Limited

PNB Metlife India

Insurance

Company Limited

Nil Nil

Relationship

with other

directors

None None None None None None None

# Companies excluding Foreign Companies

* Includes only Audit Committee and Stakeholders Relationship Committee

** Chairmanship of the Committee


14

To,

XL Softech Systems Ltd.,

Unit: Tata Teleservices Limited

3, Sagar Society, Road No.2, Banjara Hills,

Hyderabad - 500 034.

Phone : 040 23545913/14/15

Fax: 040 23553214

email: [email protected]

Updation of Shareholder Information

I / We request you to record the following information against my / our Folio No.:

General Information:

Folio No.:

Name of the first named Shareholder:

PAN: *

CIN/ Registration No.: *

(applicable to Corporate Shareholders)

Tel No. with STD Code:

Mobile No.:

Email Id:

*Self attested copy of the document(s) enclosed

Bank Details:

IFSC:

(11 digit)

MICR:

(9 digit)

Bank A/c Type: Bank A/c No.: *

Name of the Bank:

Bank Branch Address:

* A blank cancelled cheque is enclosed to enable verification of bank details

I/We hereby declare that the particulars given above are correct and complete. If the transaction is

delayed because of incomplete or incorrect information, I/We would not hold the Company/RTA

responsible. I/We undertake to inform any subsequent changes in the above particulars as and when the

changes take place. I/We understand that, the above details shall be maintained by you till I/We hold the

securities under the above mentioned Folio No./beneficiary account.

Place: ____________

Date: ___________



15


Corporate Identification Number: U74899DL1995PLC066685

Registered Office: Jeevan Bharati Tower I, 10th Floor,

124, Connaught Circus, New Delhi – 110 001

Tel: +91 22 6667 1414, fax: +91 22 6610 6175, Email: [email protected]

Website: www.tatateleservices.com & www.tatadocomo.com

ATTENDANCE SLIP

Twentieth Annual General Meeting on Wednesday, September 30, 2015 at 12:30 hours

Reg. Folio No. ________________ DP ID * ________________ Client ID * _________________

Name ________________________________________________________________________

I certify that I am a registered shareholder / proxy for the registered shareholder of the Company. I

hereby record my presence at the TWENTIETH ANNUAL GENERAL MEETING of the Company at Jeevan

Bharati Tower I, 10th Floor, 124, Connaught Circus, New Delhi – 110 001 on Wednesday, September 30,

2015 at 12:30 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.

*Applicable for shareholder(s) holding shares in electronic (dematerialized) form.





16

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

Registered Office: Jeevan Bharati Tower I, 10th Floor,

124, Connaught Circus, New Delhi – 110 001

Tel: +91 22 6667 1414, fax: +91 22 6610 6175, Email: [email protected]

Website: www.tatateleservices.com & www.tatadocomo.com

Twentieth Annual General Meeting on Wednesday, September 30, 2015 at 12:30 hours

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 :

as my/our proxy to attend and vote for me/us and on my/our behalf at the 20th

Annual General Meeting

of the Company, to be held on Wednesday, September 30, 2015 at 12:30 hours, at Jeevan Bharati Tower I,

10th Floor, 124, Connaught Circus, New Delhi – 110 001 and at any adjournment thereof in respect of

such resolutions set out in the Notice convening the meeting, as are indicated below:





17

Resolution No(s).

1. (a) Adoption of Audited Financial Statements together with the Reports of the Directors and the

Auditors thereon for the financial year ended March 31, 2015.

(b) Adoption of Audited Consolidated Financial Statements together with the Report of the Auditors

thereon for the financial year ended March 31, 2015.

2. Appointment of a Director in place of Mr. Ishaat Hussain, who retires by rotation and being eligible

offers himself for re-appointment.

3. Appointment of a Director in place of Mr. N. Srinath, who retires by rotation and being eligible offers

himself for re-appointment.

4. Re-appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, as Statutory Auditors and fixing

of their remuneration.

5. Appointment of Dr. Narendra Jadhav as Director and as an Independent Director of the Company.

6. Appointment of Ms. Bharati Rao as Director and as an Independent Director of the Company.

7. Appointment of Ms. Vibha Paul Rishi as Director and as an Independent Director of the Company.

8. Ratification of payment of remuneration to M/s. Sanjay Gupta & Associates, Cost Auditors, for the financial year

2015-16.

9. Appointment of Mr. Hidetada Hayashi as Director of the Company.

10. Appointment of Dr. Gopichand Katragadda as Director of the Company.

Signed this __________ day of __________ 2015

Signature of Shareholder ____________________

Signature of Proxy holder (s) __________________

Notes:

(i) The Proxy 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 either in person or through post.

(ii) The Proxy Form shall be signed by the appointer or his attorney duly authorized in writing or if

the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly

authorized by it.

(iii) The Proxy Form is valid only if it is properly stamped and cancelled.

(iv) Blank, incomplete or undated Proxy Form shall not be considered valid.

(v) The proxy-holder shall prove his identity at the time of attending the meeting.

Affix a Revenue Stamp of Re. 1/-


18

Route Map and prominent landmark for AGM Venue

Tata Teleservices Limited

Jeevan Bharati Tower I, 10th Floor,

124, Connaught Circus,

New Delhi – 110 001

Documents

TATA TELESERVICES LIMITED 1 NOTICE Notice is hereby given