Notice

THE HUNDRED AND SEVENTH ANNUAL GENERAL MEETING OF TATA STEEL LIMITED will be held at the Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020, on Thursday, the 14th August, 2014, at 3.00 p.m., to transact the following business:

  1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended 31st March, 2014 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.
  2. To declare dividend on the Ordinary Shares of the Company.
  3. To appoint a director in the place of Mr. Cyrus P. Mistry (DIN: 00010178), who retires by rotation and is eligible for re-appointment.
  4. To appoint a director in the place of Mr. Ishaat Hussain (DIN: 00027891), who retires by rotation and is eligible for re-appointment.
  5. Appointment of Auditors

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

    "RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, as amended from time to time, Deloitte Haskins & Sells LLP, Chartered Accountants (Firm's Registration No. 117366W/W -100018), be and is hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the hundred and tenth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors."

  6. To appoint a director in the place of Mr. T. V. Narendran (DIN: 03083605), who was appointed as an additional director of the Company by the Board of Directors with effect from 19th September, 2013 under Section 161(1) of the Companies Act, 2013 ("Act"), and who holds office upto the date of the forthcoming Annual General Meeting but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director under the provisions of Section 160 of the Act.
  7. Appointment of Mr. T. V. Narendran as the Managing Director, India & South East Asia
    To consider and if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:
    "RESOLVED THAT pursuant to Sections 196, 197 and any other applicable provisions of the Companies Act, 2013 ("Act") and the Rules made thereunder, as amended from time to time, read with Schedule V to the Act, the Company hereby approves the appointment and terms of remuneration of Mr. T. V. Narendran (DIN: 03083605), Managing Director of the Company for the period from 19th September, 2013 to 18th September, 2018, not liable to retire by rotation, upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this meeting, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year, with liberty to the Directors to alter and vary the terms and conditions of the said appointment in such manner so as to not exceed the limits specified in Schedule V to the Act, as may be agreed to between the Directors and Mr. T. V. Narendran.
    RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution."
  8. Appointment of Mr. Nusli N. Wadia as an Independent Director
    To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:
    "RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made thereunder read with Schedule IV to the Act, as amended from time to time, Mr. Nusli N. Wadia (DIN: 00015731), a non-executive 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, be and is hereby appointed as an Independent Director of the Company with effect from 14th August, 2014 up to 14th February, 2019."
  9. Appointment of Mr. Subodh Bhargava as an Independent Director
    To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:
    "RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made thereunder read with Schedule IV to the Act, as amended from time to time, Mr. Subodh Bhargava (DIN: 00035672), a non-executive 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, be and is hereby appointed as an Independent Director of the Company with effect from 14th August, 2014 up to 29th March, 2017."
  10. Appointment of Mr. Jacobus Schraven as an Independent Director
    To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:
    "RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made thereunder read with Schedule IV to the Act, as amended from time to time, Mr. Jacobus Schraven (DIN: 01462126), a non-executive 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, be and is hereby appointed as an Independent Director of the Company with effect from 14th August, 2014 up to 7th February, 2017."
  11. Appointment of Mrs. Mallika Srinivasan as an Independent Director
    To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:
    "RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made thereunder read with Schedule IV to the Act, as amended from time to time, Mrs. Mallika Srinivasan (DIN: 00037022), a non-executive 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, be and is hereby appointed as an Independent Director of the Company with effect from 14th August, 2014 up to 13th August, 2019."
  12. Appointment of Mr. O. P. Bhatt as an Independent Director
    To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:
    "RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made thereunder read with Schedule IV to the Act, as amended from time to time, Mr. O. P. Bhatt (DIN: 00548091), a non-executive 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, be and is hereby appointed as an Independent Director of the Company with effect from 14th August, 2014 up to 13th August, 2019."
  13. Ratification of Cost Auditors' remuneration
    To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:
    "RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made thereunder, as amended from time to time, the Company hereby ratifies the remuneration of Rs.12 lakhs plus out-of-pocket expenses payable to M/s. Shome & Banerjee, who are appointed as Cost Auditors of the Company to conduct Cost Audits relating to such businesses of the Company as may be ordered by the Central Government under the Act and the Rules thereunder, for the year ending 31st March, 2015."