Registered Office: One Forbes, Dr. V. B. Gandhi Marg, Fort, Mumbai - 400 001 CIN : U65990MH1991PLC060670 Website : www.tatacapital.com NOTICE NOTICE IS HEREBY GIVEN THAT AN EXTRA-ORDINARY GENERAL MEETING OF TATA CAPITAL LIMITED will be held on Thursday, May 8, 2014 at 11.30 a.m. at One Forbes, Dr. V. B. Gandhi Marg, Fort, Mumbai 400 001 to transact the following business:1. To approve Borrowing limits of the Company To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution: “RESOLVED that in supersession of the resolution passed under Section 293(1)(d) of the Companies Act, 1956 at the ExtraOrdinary General Meeting of the Company held on June 20, 2011 and pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, the consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any committee thereof for the time being excerising the powers conferred on the Board by this Resolution) for borrowing from time to time, any sum or sums of monies, which together with the monies 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), may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total outstanding amount so borrowed shall not at any time exceed the limit of Rs. 20,000 crore.” “RESOLVED FURTHER that the Board be and is hereby authorized and empowered to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fit and to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required.” 2. Creation of Charges on the assets of the Company To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution: “RESOLVED that in supersession of the resolution passed under Section 293(1)(a) of the Companies Act, 1956, at the ExtraOrdinary General Meeting of the Company held on June 20, 2011 and pursuant to Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, the consent of the Company be and is hereby accorded to the creation by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any committee thereof for the time being excerising the powers conferred on the Board by this Resolution) of such mortgages, charges and hypothecations as may be necessary on such of the assets of the Company, both present and future, in such manner as the Board / Committee of the Board may direct, together with power to take over the management of the Company in certain events, to or in favour of financial institutions, investment institutions and their subsidiaries, banks, mutual funds, trusts, other bodies corporate (hereinafter referred to as the "Lending Agencies") and Trustees for the holders of debentures/ bonds and/or other instruments which may be issued on private placement basis or otherwise, to secure rupee term loans/foreign currency loans, debentures, bonds and other instruments of an outstanding aggregate value not exceeding Rs. 20,000 crore together with interest thereon at the agreed rates, further interest, liquidated damages, premium on pre-payment or on redemption, costs, charges, expenses and all other moneys payable by the Company to the Trustees under the Trust Deed and to the Lending Agencies under their respective Agreements / Loan Agreements / Debenture Trust Deeds entered / to be entered into by the Company in respect of the said borrowings.” “RESOLVED FURTHER that the Board be and is hereby authorized to finalize with the Lending Agencies / Trustees, the documents for creating the aforesaid mortgages, charges and/or hypothecations and to accept any modifications to, or to modify, alter or vary, the terms and conditions of the aforesaid documents and to do all such acts and things and to execute all such documents as may be necessary for giving effect to this Resolution.” 3. Private placement of Non Convertible Debentures To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: “RESOLVED that pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules framed there under, as may be amended from time to time, the approval of the Company, be and is hereby accorded for making offer(s) or invitation(s) to subscribe to Non-Convertible Debentures on private placement basis during a period of one year from the date of passing of this Resolution within the overall borrowing limits of the Company, as approved by the Members, from time to time.” “RESOLVED FURTHER that the Board of Directors of the Company (including any Committee thereof ), be and is hereby authorized to do all such acts, deeds and things and give such directions as may be deemed necessary or expedient, to give effect to the this Resolution” 1 4. Issue and Offer of Redeemable Preference Shares on a Private Placement basis To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: “RESOLVED that in accordance with the provisions of Sections 42, 55, 62 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Rules framed there under, as may be amended from time to time and the Articles of Association of the Company and the 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 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 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, the consent of the Company be and is hereby accorded to the Board to offer or invite to subscribe, issue and allot, such number of Preference Shares of the Company of the face value of Rs. 1,000/- each, for an aggregate value not exceeding Rs. 205 crore, as Cumulative Redeemable Preference Shares (“CRPS”), for cash at par, on a private placement basis, to such person or persons and in such proportion and on such terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting.” “RESOLVED FURTHER that in accordance with provisions of Section 43 of the Act, the CRPS shall be non participating, 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 and shall carry voting rights as per the provisions of Section 47(2) of the Act.” “RESOLVED FURTHER that the Board be and is hereby authorized to do all such acts, deeds and things and execute all such deeds, documents and writings, as it may in its absolute discretion deem necessary or incidental, and pay such fees and incur such expenses in relation thereto as it may deem appropriate.” NOTES: (a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND, ON A POLL, TO VOTE ON HIS BEHALF, A PROXY NEED NOT BE A MEMBER. A person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. (b) The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the businesses set out above is annexed hereto. (c) The Notice is being sent to all the Members, whose names appeared in the Register of Members as on Friday, April 11, 2014. The Notice of the Meeting is also posted on the website of the Company www.tatacapital.com. (d) The Preference Shareholders of the Company are not entitled to vote at this Meeting. (e) The businesses as set out in the Notice may be transacted through electronic voting system and the Company will provide a facility for voting by electronic means. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of Companies (Management and Administration) Rules, 2014, the Company is pleased to offer the facility of voting through electronic means, as an alternate, to all its Members to enable them to cast their votes electronically instead of casting their vote at the Meeting. Please note that the voting through electronic means is optional. (f ) The voting through electronic means will commence on April 24, 2014 at 10 a.m and will end on April 25, 2014 at 6 p.m. The Members will not be able to cast their vote electronically beyond the date and time mentioned above. (g) The Company has appointed Mr. Umesh Maskeri, Practicing Company Secretary, to act as the Scrutinizer for conducting the electronic voting process in a fair and transparent manner (h) The procedure and instructions for the voting through electronic means is, as follows: i. Open your web browser during the voting period and log on to the e-voting website www.evotingindia.com ii. Now click on “Shareholders” to cast your votes iii. Now, select the Electronic Voting Sequence Number - “EVSN” alongwith “TATA CAPITAL LIMITED” from the drop down menu and click on “SUBMIT” iv. Now, fill up the following details in the appropriate boxes: User-ID a) b) For NSDL:- 8 characters DP ID followed by 8 Digits Client ID For CDSL:- 16 digits beneficiary ID Password Please refer to the cover email enclosing this Notice PAN* Enter your 10 digit alpha-numeric PAN issued by Income Tax Department * Members who have not updated their PAN with the Company are requested to use default number ‘ABCDE12345’ in the PAN field. 2 (i) v. After entering these details appropriately, click on “SUBMIT” tab. vi. Members holding shares in Demat form will now reach Password Change menu wherein they are required to mandatorily change their login password in the new password field. The new password has to be minimum eight characters consisting of at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character. Kindly note that this password is to be also used by the Demat holders for voting for resolution of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. vii. You can also update your mobile number and e-mail ID in the user profile details of the folio which may be used for sending communication(s) regarding CDSL e-voting system in future. The same may be used in case the Member forgets the password and the same needs to be reset. viii. For members holding shares in Demat form who had logged on to www.evotingindia.com and cast their vote earlier for EVSN of any company, your existing login id and password are to be used. ix. On the voting page, you will see Resolution Description and against the same the option ‘YES/NO’ for voting. Enter the number of shares (which represents number of votes) under YES/NO or alternatively you may partially enter any number in YES and partially in NO, but the total number in YES and NO taken together should not exceed your total shareholding. x. Click on the Resolution File Link if you wish to view the entire Notice. xi. After selecting the Resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. xii. Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote. xiii. Institutional members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter, etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail at umeshmaskeri@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com. xiv. In case you have any queries or issues regarding e-voting, please contact helpdesk.evoting@cdslindia.com. xv. Members have an option to vote either through e-voting or casting a vote at the Meeting. If a Member has opted for e-voting, then he/she should not cast his vote at the Meeting also and vice-a-versa. However, in case, Members have cast their vote at a Meeting and also by e-voting, then voting done at the Meeting shall prevail and voting done by e-voting shall be treated as invalid. The Scrutinizer will submit his report to the Chairman after completion of the scrutiny. The result of the voting on the Resolutions at the Meeting shall be announced by the Chairman or any other person authorized by him on May 9, 2014. The results declared alongwith the Scrutinizer’s report, will be posted on the Company’s website and on CDSL’s website on May 9, 2014. By Order of the Board of Directors For Tata Capital Limited Sarita Kamath Company Secretary Mumbai, April 14, 2014 Registered Office: One Forbes Dr. V.B. Gandhi Marg Fort, Mumbai - 400 001 3 EXPLANATORY STATEMENT The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) sets out all material facts relating to the business mentioned at Item Nos. 1 to 4 of the accompanying Notice dated April 14, 2014. Item Nos. 1 & 2: At the Extra-ordinary General Meeting of the Company held on June 20, 2011, the Members had, by way of Ordinary Resolutions and in pursuance of the provisions of Section 293(1)(a) and (d) of the Companies Act, 1956, approved of: (i) borrowing monies on behalf of the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) in excess of the aggregate of the paid-up capital of the Company and its free reserves, subject to the total outstanding amount so borrowed not exceeding a sum of Rs. 20,000 crore at any point of time; and (ii) creation of a mortgage or charge for the said borrowings, as security by way of mortgage / hypothecation on the Company’s assets in favour of lending agencies and trustees for the amounts borrowed i.e. upto Rs. 20,000 crore, including interest, charges, etc. payable thereon, as the documents for the said purpose could contain the power to take over the management of the Company, in certain events. Under Section 180 of the Act, the above powers of the Board are required to be exercised only with the consent of the company by a Special Resolution. The Ministry of Corporate Affairs (“MCA”) has vide its General Circular No 4/2014 dated March 25, 2014 clarified that the Ordinary Resolutions passed under Sections 293(1)(a) and 293(1)(d) of the Companies Act, 1956 would be sufficient compliance of Section 180 of the Act until September 11, 2014. The approval of the Members for the said borrowings and creation of a mortgage or charge for the said borrowing is therefore now being sought, by way of a Special Resolutions, pursuant to Section 180(1)(c) and 180(1)(a) of the Act respectively. The Directors commend the Resolutions at Item Nos. 1 and 2 of the accompanying Notice for the approval of the Members of the Company. None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the passing of the Resolutions at Item Nos. 1 and 2. Item No. 3 As per Section 42 of the Act read with the Rules framed there under, a company offering or making an invitation to subscribe to Non Convertible Debentures (“NCD”) on a private placement basis, is required to obtain the prior approval of the Shareholders by way of a Special Resolution. Such an approval by way of special resolution can be obtained once a year for all the offers and invitations made for such NCDs during the year. NCDs, including Commercial Papers, issued on private placement basis are a significant source of borrowings for the Company. The borrowings of the Company presently aggregate approximately Rs. 270 crore, of which, NCDs aggregate approximately Rs. 225 crore. The approval of the Members is being sought by way of a Special Resolution under Sections 42 and 71 of the Act read with the Rules made there under, to enable the Company to offer or invite subscriptions for NCDs on a private placement basis, in one or more tranches, during the period of one year from the date of passing of the Resolution at Item No. 3, within the overall borrowing limits of the Company, as approved by the Members from time to time. The Directors commend the Resolution at Item No. 3 of the accompanying Notice, for the approval of the Members of the Company. None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the passing of the Resolution at Item No. 3. Item No. 4 At the Extraordinary General Meeting of the Company held on June 8, 2012, the Members had, pursuant to the provisions of Sections 80 and 81(1A) of the Companies Act, 1956, inter alia approved of an issue, in one or more tranches, of Preference Shares of face value of Rs. 1,000 each for an aggregate value not exceeding Rs. 1,000 crore as Redeemable Preference Shares for cash, at such price and on such terms and conditions as may be determined by the Board of Directors of the Company (“Board”). Pursuant to this resolution and the approvals of the Board, the Company has, till date, issued Cumulative Redeemable Preference Shares, aggregating approximately Rs. 795 crore on a private placement basis, in various tranches. Section 62 of the Act read with the Companies (Share Capital & Debentures) Rules, 2014, provides, inter alia, that whenever it is proposed to increase the subscribed capital of a company by issue of further shares, such shares may be offered to any persons, whether or not those persons are holders of the equity shares of the company or employees of the company, if authorized by way of a Special Resolution. Furthermore, as per Section 42 of the Act, read with the Rules framed there under, a company offering or making an invitation to subscribe to securities, including Redeemable Preference Shares on a private placement basis, is required to obtain the prior approval 4 of the Shareholders by way of a Special Resolution, for each of the offers and invitations. The approval of the Members is accordingly being sought by way of a Special Resolution under Sections 42, 55 and 62 of the Act read with the Rules made there under, for the issue of Cumulative Redeemable Preference Shares (“CRPS”) aggregating an amount not exceeding Rs. 205 crore and to offer and allot the CRPS on a private placement basis on the terms and conditions set out hereunder. Given below is a statement of disclosures as required under Rule 9(3) of the Companies (Share Capital and Debentures) Rules, 2014 and the terms of issue of the CRPS: 1. The CRPS shall be cumulative, non participating and non-convertible. 2. The objective of the issue is to raise funds to strengthen the long term capital base of the Company. 3. The CRPS will be issued and offered on a private placement basis in accordance with the provisions of Section 42 of the Act and the Rules made there under. 4. Other terms: Issue size Upto 20,50,000 CRPS of Rs. 1,000/- each for an amount not exceeding Rs. 205 crore Issue Price CRPS will be issued at par Offer Period To be determined by the Board Rate of Dividend As may be determined by the Board Credit Rating To be rated by ICRA / CARE /CRISIL Terms of Redemption Redemption at par in accordance with Section 55 of the Act, out of profits available for distribution as dividend or out of proceeds of a fresh issue of shares made for the purpose of redemption Tenure of CRPS Not exceeding 7 years with or without a put / call option as may be determined by the Board Expected dilution in equity capital upon conversion of Nil, since the CRPS are non convertible preference shares 5. The current equity shareholding pattern of the Company is as under: Sr. No. Equity Shareholder 1 Tata Sons Limited 2 Tata Investment Corporation Limited 90.28 2.73 3 Trustees of TCL Employee Welfare Trust and Individuals under ESOP 2.49 4 Tata Group Companies 0.48 5 Other Companies 0.92 6 Individuals 0.16 7 Tata Trusts 2.94 TOTAL 6. Percentage of holding (%) 100 The issue of CRPS 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 or in payment of dividend due on any preference shares issued by the Company. The Directors commend the Resolution at Item No. 4 of the accompanying Notice, for the approval of the Members of the Company. The Directors or Key Managerial Persons of the Company or their respective relatives may be deemed to be concerned or interested in the Resolution at Item No. 4 to the extent of the CRPS that may be subscribed to by them or by the companies / firms in which they are interested. By Order of the Board of Directors For Tata Capital Limited Sarita Kamath Company Secretary Mumbai, April 14, 2014 Registered Office: One Forbes Dr. V.B. Gandhi Marg Fort, Mumbai - 400 001 5 Registered Office: One Forbes, Dr. V. B. Gandhi Marg, Fort, Mumbai - 400 001 Attendance Slip Members attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall. I hereby record my presence at the Extraordinary General Meeting of the Company at One Forbes, Dr. V. B. Gandhi Marg, Fort, Mumbai 400 001 on Thursday, May 8, 2014 at 11.30 am. ............................................................................................................................................................. .......................................... Full name of the Member (in block letters) Signature Folio No.: ............................................... DP ID No.* ................................................... Client ID No.* ........................................ *Applicable for member holding shares in electronic form ............................................................................................................................................................. .......................................... Full name of the proxy (in block letters) Signature Registered Office: One Forbes, Dr. V. B. Gandhi Marg, Fort, Mumbai - 400 001 PROXY FORM - MGT-11 (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014) CIN : U65990MH1991PLC060670 Name of the Company : TATA CAPITAL LIMITED Registered Office : One Forbes, Dr. V.B. Gandhi Marg, Fort, Mumbai 400 001, India. Website: www.tatacapital.com Name of the Member (s) : ________________________________________________________________________________ Registered address: ____________________________________________________________________________________ E-mail Id: ............................................... DP ID No.* ................................................... Client ID No.* ........................................ I / We, being the member(s) of _________ Equity Shares of Tata Capital Limited, hereby appoint 1. Name : __________________________________________________________________________________________ Address : ________________________________________________________________________________________ E-mail Id : _______________________________________________________________________________________ Signature : ______________________________________, or failing him / her 2. Name: __________________________________________________________________________________________ Address: _________________________________________________________________________________________ E-mail Id: ________________________________________________________________________________________ Signature:______________________________________, or failing him / her 3. Name: __________________________________________________________________________________________ Address: _________________________________________________________________________________________ E-mail Id: ________________________________________________________________________________________ Signature:________________________________________ as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Extraordinary General Meeting of the Company, to be held on the 8th day of May 2014 at 11.30 a.m. at the Registered Office of the Company and at any adjournment thereof, in respect of such resolutions set out in the Notice convening the meeting, as are indicated below: Resolution No.1: To approve Borrowing limits of the Company Resolution No. 2: Creation of Charges on the assets of the Company Resolution No. 3: Private placement of Non Convertible Debentures Resolution No. 4: Issue and Offer of Redeemable Preference Shares on a Private Placement basis Signed this ___ day of _______, 2014 Affix Revenue Stamp of Re. 1/- Signature of Shareholder Signature of Proxy Holder (s) Note: This form of proxy 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. 6