Tata Chemicals Ltd — AGM Information 2020

Jun 14, 2020

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June 14, 2020

The General Manager The Manager, Listing Department Corporate Relations Department The National Stock Exchange of India Limited BSE Limited Exchange Plaza Phiroze Jeejeebhoy Towers Bandra-Kurla Complex Dalal Street Bandra (E) Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 500770 Symbol: TATACHEM

Dear Sir/Madam,

Sub.: Notice of the 81[st] Annual General Meeting (‘AGM’) of the Company for FY 2019-20 as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’)

Pursuant to Regulation 30 read with Para A, Part A of Schedule III of the Listing Regulations, attached herewith is the Notice and the Explanatory Statement of the 81[st] AGM of the Company to be held on Tuesday, July 7, 2020 at 3.00 p.m. (IST) via two-way Video Conference / Other Audio Visual Means. The said Notice forms part of the Integrated Annual Report 2019-20.

The Integrated Annual Report for FY 2019-20 is available on the website of the Company at https://www.tatachemicals.com/investors/financial-reports/Yearly-reports.

This is for your information and records.

Thanking you,

Yours faithfully, For Tata Chemicals Limited

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Rajiv Chandan General Counsel & Company Secretary

Encl.: as above

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Notice

NOTICE IS HEREBY GIVEN THAT THE EIGHTY-FIRST (81[st] ) ANNUAL GENERAL MEETING OF THE MEMBERS OF TATA CHEMICALS LIMITED will be held on Tuesday, July 7, 2020 at 3.00 p.m. (IST) via two-way Video Conferencing (‘VC’) facility or other audio visual means (‘OAVM’) to transact the following businesses:

Ordinary Business

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2020, together with the Reports of the Board of Directors and Auditors thereon.

2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2020, together with the Report of the Auditors thereon.

3. To declare dividend on the Ordinary Shares for the financial year ended March 31, 2020.

4. To appoint a Director in place of Mr. R. Mukundan (DIN: 00778253), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business

1. Appointment of Dr. C. V. Natraj (DIN: 07132764) as a Director and as an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT Dr. C. V. Natraj (DIN: 07132764) who was appointed as an Additional Director of the Company with effect from August 8, 2019 by the Board of Directors and who holds office up to the date of the forthcoming Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (‘the Act’), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Act [including any statutory modification(s) or re-enactment(s) thereof], the

Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended from time to time, the appointment of Dr. Natraj, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended, and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years commencing from August 8, 2019 to August 7, 2024 (both days inclusive), be and is hereby approved.”

6. Appointment of Mr. K. B. S. Anand (DIN: 03518282) as a Director and as an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT Mr. K. B. S. Anand (DIN: 03518282) who was appointed as an Additional Director of the Company with effect from October 15, 2019 by the Board of Directors and who holds office up to the date of the forthcoming Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (‘the Act’), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Act [including any statutory modification(s) or re-enactment(s) thereof], the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended from time to time, the appointment of Mr. Anand, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended, and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a

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term of 5 (five) consecutive years commencing from october 15, 2019 to october 14, 2024 (both days inclusive), be and is hereby approved.”

1. Ratification of Remuneration of Cost Auditors

to consider and if thought fit, to pass the following resolution as an ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of section 148(3) and other applicable provisions, if any, of the companies act, 2013 [including any statutory modification(s) or re-enactment(s) thereof], and the companies (audit and auditors) Rules, 2014, as amended from time to time, the company hereby ratifies the remuneration of ` 7,50,000 plus taxes, travel and out-of-pocket expenses incurred in connection with the cost audit payable to D. c. Dave & co., cost accountants (firm Registration No. 000611), who are appointed as cost auditors by the Board of Directors of the company to conduct audit of the cost records of the company for the financial year ending march 31, 2021.

RESOLVED FURTHER THAT the Board of Directors (including any committee thereof) be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

Notes:

1. In view of the global outbreak of the covid-19 pandemic, the ministry of corporate affairs (‘mca’) has vide its general circular dated may 5, 2020 read with general circulars dated april 8, 2020 and april 13, 2020 (collectively referred to as ‘mca circulars’) permitted the holding of the annual general meeting (‘agm’ or ‘meeting’) through Video conferencing (‘Vc’) facility or other audio visual means (‘oaVm’), without the physical presence of the members at a common venue. further, securities and exchange Board of India (‘seBI’) vide its circular dated may 12, 2020 (‘seBI circular’) has also granted certain relaxations. In compliance with the provisions of the companies act, 2013 (‘the act’), seBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and mca circulars, the 81[st] agm of the company is being held through Vc/oaVm on tuesday, July 7, 2020 at 3.00 p.m. (Ist). the deemed venue for the 81[st] agm will be Bombay House, 24 Homi mody street, fort, mumbai - 400 001.

2. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS

THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS AND THE SEBI CIRCULAR, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF THE AGM VENUE ARE NOT ANNEXED TO THIS NOTICE.

1. the explanatory statement pursuant to section 102 of the act setting out material facts concerning the business under Item Nos. 5 to 7 of the Notice is annexed hereto. the relevant details pursuant to Regulations 26(4) and 36(3) of the Listing Regulations and secretarial standards on general meetings issued by the Institute of company secretaries of India, in respect of Directors seeking appointment/re-appointment at this agm are also annexed.

2. the members can join the agm in the Vc/oaVm mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the meeting by following the procedure mentioned in the Notice. the members will be able to view the proceedings on the National securities Depository Limited’s (‘NsDL’) e-Voting website at www.evoting.nsdl.com. the facility of participation at the agm through Vc/oaVm will be made available to at least 1,000 members on a first come first served basis as per the mca circulars. the detailed instructions for joining the meeting through Vc/oaVm form part of the Notes to this Notice.

3. Institutional Investors, who are members of the company, are encouraged to attend the 81[st] agm through Vc/oaVm mode and vote electronically. corporate members intending to appoint their authorised representatives pursuant to sections 112 and 113 of the act, as the case may be, to attend the agm through Vc/oaVm or to vote through remote e-Voting are requested to send a certified copy of the Board Resolution to the scrutiniser by e-mail at tcl.scrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in.

4. the attendance of the members attending the agm through Vc/oaVm will be counted for the purpose of reckoning the quorum under section 103 of the act.

5. In line with the mca circular dated may 5, 2020 and seBI circular dated may 12, 2020, the Notice of the agm along with the annual Report 2019-20 is being sent only through electronic mode to those members whose e-mail addresses are registered with the company/Depositories. the Notice convening the 81[st] agm has been uploaded on the website of the company at www.tatachemicals.com and may also be accessed from the relevant section of the websites of the stock exchanges i.e. Bse Limited and the National

2 I NotIce of 81[st] agm

Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Notice is also available on the website of NSDL at www.evoting.nsdl.com.

1. Book Closure and Dividend:

2. i. The Register of Members and the Share Transfer Books of the Company will be closed from Wednesday, June 24, 2020 to Tuesday, June 30, 2020 , both days inclusive. The dividend of 11 per equity share of 10 each (i.e. 110%), if declared by the Members at the AGM, will be paid subject to deduction of income-tax at source (‘TDS’) on or after Thursday, July 9, 2020 as under:

For Shares held in electronic form: To all the Beneficial Owners as at the end of the day on Tuesday, June 23, 2020 as per the list of beneficial owners to be furnished by the NSDL and Central Depository Services (India) Limited (‘CDSL’); and

For shares held in physical form: To all the Members after giving effect to valid transmission and transposition in respect of valid requests lodged with the Company as of the close of business hours on Tuesday, June 23, 2020 .

• ii. Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders w.e.f. April 1, 2020 and the Company is required to deduct TDS from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 (‘the IT Act’). In general, to enable compliance with TDS requirements, Members are requested to complete and/or update their Residential Status, PAN, Category as per the IT Act with their Depository Participants (‘DPs’) or in case shares are held in physical form, with the Company by sending documents through e-mail by Saturday, June 20, 2020 . For the detailed process, please click here: ‘Communication on Tax Deduction on Dividend’.

• iii. Updation of mandate for receiving dividends directly in bank account through Electronic Clearing System or any other means in a timely manner:

• Shares held in physical form: Members are requested to send a scanned copy of the following details/ documents at csg-unit@tsrdarashaw.com latest by Saturday, June 20, 2020 :

• a. a signed request letter mentioning their name, folio number, complete address and following details relating to bank account in which the dividend is to be received:

  • i) Name and Branch of Bank and Bank Account type;

• ii) Bank Account Number & Type allotted by the Bank after implementation of Core Banking Solutions;

• iii) 11 digit IFSC Code.

• b. self-attested scanned copy of cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;

• c. self-attested scanned copy of the PAN Card; and

• d. self-attested scanned copy of any document (such as Aadhaar Card, Driving Licence, Election Identity Card, Passport) in support of the address of the Member as registered with the Company.

Shares held in electronic form: Members may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such Members for change/addition/deletion in such bank details. Accordingly, the Members holding shares in demat form are requested to update their Electronic Bank Mandate with their respective DPs.

Further, please note that instructions, if any, already given by Members in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form.

• iv. The Members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall despatch the dividend warrant/ Bankers’ cheque/demand draft to such Members, upon normalisation of postal services and other activities.

• As per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialised form. Members can contact the Company’s Registrar and Transfer Agent, TSR Darashaw Consultants Private Limited (‘Registrar’ or ‘TSR’) at csg-unit@tsrdarashaw.com for assistance in this regard. Members may also refer to

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Frequently Asked Questions (‘FAQs’) on the Company’s website at https://www.tatachemicals.com/upload/ content_pdf/faqs-on-dematerialisation.pdf.

1. The format of the Register of Members prescribed by the MCA under the Act requires the Company/Registrars and Transfer Agents to record additional details of Members, including their PAN details, e-mail address, bank details for payment of dividend, etc. A form for capturing additional details is available on the Company’s website under the section ‘Investor Relations’ and is also attached to this Annual Report. Members holding shares in physical form are requested to submit the filled in form to the Company at investors@tatachemicals.com or to the Registrar in physical mode, after restoring normalcy or in electronic mode at csg-unit@tsrdarashaw.com, as per instructions mentioned in the form. Members holding shares in electronic form are requested to submit the details to their respective DPs only and not to the Company or TSR.

Members are also requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registering of nomination, power of attorney registration, Bank Mandate details, etc. to Registrar/their DPs. Further, Members may note that SEBI has mandated the submission of PAN by every participant in securities market.

1. Nomination facility: As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to cancel the earlier nomination and record a fresh nomination, he may submit the same in Form SH-14. The said forms can be downloaded from the Company’s website at https://www.tatachemicals.com/Investors/Investorresources/Other-forms. Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the Registrar at csg-unit@ tsrdarashaw.com in case the shares are held in physical form, quoting your folio no.

2. Consolidation of Physical Share Certificates: Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or Registrar, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

3. Members who wish to inspect the relevant documents referred to in the Notice can send an e-mail to investors@tatachemicals.com by mentioning their DP ID & Client ID/Physical Folio Number.

4. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DPs and holdings should be verified from time to time.

5. Process for registering e-mail addresses to receive this Notice electronically and cast votes electronically:

6. i. Registration of e-mail addresses with TSR: The Company has made special arrangements with TSR for registration of e-mail addresses of those Members (holding shares either in electronic or physical form) who wish to receive this Notice electronically and cast votes electronically. Eligible Members whose e-mail addresses are not registered with the Company/DPs are required to provide the same to TSR on or before 5.00 p.m. (IST) on Tuesday, June 30, 2020 .

Process to be followed for registration of e-mail address is as follows:

• a) Visit the link: https://green.tsrdarashaw.com/green/events/login/c1

• b) Enter the DP ID & Client ID/Physical Folio Number and PAN details. In the event the PAN details are not available on record for Physical Folio, Member to enter one of the share certificate numbers

• c) Enter your e-mail address and mobile number d) The system will then confirm the e-mail address for receiving this AGM Notice

The above system also provides a facility to the Members holding shares in physical form to upload a self-attested copy of their PAN Card, if the PAN details are not updated in accordance with the requirements prescribed by SEBI.

After successful submission of the e-mail address, NSDL will e-mail a copy of this AGM Notice and Annual Report for FY 2019-20 along with the e-Voting user ID and password. In case of any queries, Members may write to csg-unit@tsrdarashaw.com or evoting@nsdl.co.in.

4 I NOTICE OF 81[ST] AGM

• ii. Registration of e-mail address permanently with Company/DP: Members are requested to register the same with their concerned DPs, in respect of electronic holding and with TSR, in respect of physical holding, by writing to them at csg-unit@tsrdarashaw.com. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/updated with their DPs/ TSR to enable servicing of notices/documents/Annual Reports and other communications electronically to their e-mail address in future.

• iii. Alternatively, Members may also send an e-mail request to evoting@nsdl.co.in along with the following documents for procuring user id and password and registration of e-mail addresses for e-Voting for the resolutions set out in this Notice:

• In case shares are held in physical form , please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), selfattested scanned copy of PAN card, self-attested scanned copy of Aadhaar Card

• In case shares are held in demat form , please provide DP ID-Client ID (8 digit DP ID + 8 digit Client ID or 16 digit Beneficiary ID), Name, client master or copy of Consolidated Account statement, self-attested scanned copy of PAN card, self-attested scanned copy of Aadhaar Card

16. Remote e-Voting before/during the AGM:

• i. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of Listing Regulations (as amended) and the MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a Member using remote e-Voting system as well as remote e-Voting during the AGM will be provided by NSDL.

• ii. Members of the Company holding shares either in physical form or in electronic form as on the cut-off date of Tuesday, June 30, 2020 may cast their vote by remote e-Voting. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only. A person

  • whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting before the AGM as well as remote e-Voting during the AGM. Any person who acquires shares of the Company and becomes a Member of the Company after the despatch of the Notice and holding shares as on the cut-off date i.e. Tuesday, June 30, 2020 , may obtain the User ID and Password by sending a request at evoting@nsdl.co.in.

• iii. The remote e-Voting period commences on Friday, July 3, 2020 at 9.00 a.m. (IST) and ends on Monday, July 6, 2020 at 5.00 p.m. (IST) . The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e. Tuesday, June 30, 2020 .

• iv. Members will be provided with the facility for voting through electronic voting system during the VC proceedings at the AGM and Members participating at the AGM, who have not already cast their vote by remote e-Voting, will be eligible to exercise their right to vote at the end of discussion on the resolutions on which voting is to be held, upon announcement by the Chairperson. Members who have cast their vote on resolution(s) by remote e-Voting prior to the AGM will also be eligible to participate at the AGM through VC/OAVM but shall not be entitled to cast their vote on such resolution(s) again.

• v. The remote e-Voting module on the day of the AGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.

• The Scrutiniser will submit his report to the Chairperson or to any other person authorised by the Chairperson after the completion of the scrutiny of the e-Voting (votes cast during the AGM and votes cast through remote e-Voting), not later than 48 hours from the conclusion of the AGM. The result declared along with the Scrutiniser’s report shall be communicated to the Stock Exchanges on which the Company’s shares are listed, NSDL, TSR and will also be displayed on the Company’s website at www.tatachemicals.com.

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18. Instructions for attending the AGM through VC/OAVM and remote e-Voting (before and during the AGM) are given below:

A. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM

• i. The Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system and they may access the same at https://www.evoting.nsdl.com under the Shareholders/Members login by using the remote e-Voting credentials, where the EVEN of the Company i.e 112963 will be displayed. On clicking this link, the Members will be able to attend and participate in the proceedings of the AGM. Please note that the Members who do not have the User ID and Password for e-Voting or have forgotten the User ID/Password may retrieve the same by following the remote e-Voting instructions mentioned below to avoid last minute rush. Further, Members may also use the OTP-based login for logging into the e-Voting system of NSDL.

• ii. Members may join the Meeting through Laptops, Smartphones, Tablets and iPads for better experience. Further, Members will be required to use Internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Firefox. Please note that participants connecting from Mobile Devices or Tablets or through Laptops connecting via mobile hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any glitches.

• iii. Members are encouraged to submit their questions in advance with regard to the financial statements or any other matter to be placed at the 81[st] AGM, from their registered e-mail address, mentioning their name, DP ID and Client ID number/folio number and mobile number, to reach the Company’s e-mail address at investors@tatachemicals.com before 3.00 p.m. (IST) on Saturday, July 4, 2020 . Such questions by the Members shall be suitably replied by the Company.

• iv. Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/folio number, PAN and mobile number at investors@tatachemicals.com between Thursday, July 2, 2020 (9.00 a.m. IST) and Saturday, July 4, 2020 (5.00 p.m. IST). Only those Members who have pre-registered themselves as a speaker will be allowed to express their views/ask questions during the AGM . The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• v. Members who need technical assistance before or during the AGM to access and participate in the Meeting may contact NSDL on evoting@nsdl.co.in/1800-222-990 or contact Mr. Amit Vishal, Senior Manager, NSDL at amitv@nsdl.co.in/+91 22 2499 4360/ +91 9920264780.

B. INSTRUCTIONS FOR REMOTE E-VOTING BEFORE/DURING THE AGM

• The instructions for remote e-Voting before the AGM are as under:

• The way to vote electronically on NSDL e-Voting system consists of ‘Two Steps’ which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

How to Log-in to NSDL e-Voting website?

• A. Visit the e-Voting website of NSDL. Open web browser by typing the following: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

• B. Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholders/ Members’ section.

• C. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can login at https://eservices.nsdl.com/ with your existing IDeAS login. Once you login to NSDL e-services after using your login credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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• D. Your User ID details are given below:

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----- Start of picture text -----

Manner of holding shares i.e. Demat (NSDL or CDSL) Your User ID is:
or Physical
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i)	For Members who hold shares in demat account with	8 Character DP ID followed by 8 Digit Client ID
	NSDL.	For example, if your DP ID is IN300 and Client ID is 12***, then
		your user ID is IN30012***
ii)	For Members who hold shares in demat account with	16 Digit Beneficiary ID
	CDSL.	For example, if your Beneficiary ID is 12**, then your user ID
		is 12**
iii)	For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company.
		For example, if Folio Number is 001*** and EVEN is 112963, then user
		ID is 112963001***

• E. Your password details are given below:

• i) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

• ii) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• iii) How to retrieve your ‘initial password’?

If your e-mail ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit Client ID for NSDL account, last 8 digits of Client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• F. If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password:

• i) Click on ‘Forgot User Details/Password?’ (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• ii) ‘Physical User Reset Password?’ (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• iii) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

• G. After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

• H. Now, you will have to click on ‘Login’ button.

• I. After you click on the ‘Login’ button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

• A. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

• B. After clicking on Active Voting Cycles, you will be able to see the EVEN of all the companies in which you are holding shares and whose voting cycle is in active status.

• C. Select ‘EVEN’ of the Company which is 112963 to cast your vote.

• D. Now you are ready for e-Voting as the Voting page opens.

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• E. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.

• F. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

• G. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• H. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

• The instructions for e-Voting during the AGM are as under:

• i. The procedure for remote e-Voting during the AGM is same as the instructions mentioned above for remote e-Voting since the Meeting is being held through VC/OAVM.

• ii. Only those Members/Shareholders, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

General Guidelines for Members:

• i. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

• ii. In case of any queries/grievances pertaining to remote e-Voting (before the AGM and during the AGM), you may refer to the Frequently Asked Questions (FAQs) for shareholders and e-Voting user manual for shareholders available in the download section of www.evoting.nsdl.com or call on the toll-free number: 1800-222-990 or send a request at evoting@nsdl.co.in or contact Mr. Amit Vishal or Ms. Pallavi Mhatre or Mr. Pratik Bhatt from NSDL at the designated e-mail IDs: evoting@nsdl.co.in or amitv@nsdl.co.in or pallavid@nsdl.co.in or pratikb@nsdl.co.in or at telephone nos.: +91 22 2499 4360/4545/4738.

By Order of the Board of Directors

Mumbai, May 15, 2020

Rajiv Chandan General Counsel & Company Secretary FCS 4312

Registered Office:

Tata Chemicals Limited Bombay House 24, Homi Mody Street, Fort, Mumbai - 400 001 CIN: L24239MH1939PLC002893 Tel. No: + 91 22 6665 8282 Email: investors@tatachemicals.com Website: www.tatachemicals.com

8 I NOTICE OF 81[ST] AGM

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

Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item Nos. 5 to 7 of the accompanying Notice dated May 15, 2020:

Item No. 5

At the Board Meeting of the Company held on August 8, 2019, the Board had, based on the recommendations of the Nomination and Remuneration Committee (‘NRC’), appointed Dr. C. V. Natraj (DIN: 07132764) as an Additional Director of the Company with effect from August 8, 2019. In terms of Section 161(1) of the Act, Dr. Natraj holds office upto the date of this Annual General Meeting (‘AGM’) and is eligible for appointment as a Director. The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director.

Based on the recommendations of the NRC and subject to the approval of the Members, Dr. Natraj was also appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of 5 years commencing from August 8, 2019 to August 7, 2024, in accordance with the provisions of Section 149 read with Schedule IV of the Act.

Dr. Natraj has consented to act as Director of the Company and has given his declaration to the Board that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). In terms of Regulation 25(8) of the Listing Regulations, Dr. Natraj has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He has also confirmed that he is not debarred from holding the office of a Director by virtue of any SEBI Orders or any such Authority pursuant to circular dated June 20, 2018, issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by listed companies. Further, Dr. Natraj is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Dr. Natraj has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, Dr. Natraj fulfills the conditions specified under the Act read with Rules thereunder and the Listing Regulations for his appointment as Independent Non-Executive Director of the Company and is independent of the management. Having regard to the qualifications, experience and knowledge, the Board considers that his association would be of immense benefit to the Company and it is desirable to avail the services of Dr. Natraj as an Independent Director. A copy of the draft letter for appointment of the Independent Director setting out the terms and conditions of his appointment will be available for inspection by the Members.

Members who wish to inspect the same can send a request to the e-mail address mentioned in the notes to the Notice.

Dr. C. V. Natraj, aged 66 years, holds a Ph.D. degree in Chemistry from the Indian Institute of Science, Bangalore. He also has post-doctoral research experience in Biochemistry from the University of Michigan, Ann Arbor. He has more than 30 years of experience in research. He headed the Research function as Director on the Board of Hindustan Lever Limited and later went on to lead the Corporate Research function for Unilever as Senior Vice President. He is also the Technical Advisor to the Indian Institute of Science.

A brief profile of Dr. Natraj, including details of current directorships and remuneration paid/payable forms part of this Notice. In compliance with the provisions of Section 149 read with Schedule IV of the Act, Regulation 17 of the Listing Regulations and other applicable regulations, the appointment of Dr. Natraj as an Independent Director for five consecutive years commencing from August 8, 2019 is now placed for the approval of the Members by an Ordinary Resolution.

Dr. Natraj would be entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof where he is a Member. In addition, he would be entitled to commission as determined each year by the Board of Directors within the limits approved by the Members of the Company for the Non-Executive Directors of the Company.

The Board commends the Ordinary Resolution set out in Item No. 5 of the accompanying Notice for approval of the Members. This item being special business, is unavoidable in nature. Except Dr. Natraj, none of the Directors or Key Managerial Personnel (KMP) of the Company and their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the accompanying Notice. Dr. Natraj is not related to any other Director or KMP of the Company.

Item No. 6

The Board had, based on the recommendations of the Nomination and Remuneration Committee (‘NRC’), appointed Mr. K. B. S. Anand (DIN: 03518282) as an Additional Director of the Company with effect from October 15, 2019. In terms of Section 161(1) of the Act, Mr. Anand holds office upto the date of this AGM and is eligible for appointment as a Director. The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director.

Based on the recommendations of the NRC and subject to the approval of the Members, Mr. Anand was also appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of 5 years commencing from October 15, 2019 to October 14, 2024, in accordance with the provisions of Section 149 read with Schedule IV of the Act.

Mr. Anand has consented to act as Director of the Company and has given his declaration to the Board that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Mr. Anand has confirmed that he

9

is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He has also confirmed that he is not debarred from holding the office of a Director by virtue of any SEBI Orders or any such Authority pursuant to circular dated June 20, 2018, issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by listed companies. Further, Mr. Anand is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Mr. Anand has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, Mr. Anand fulfills the conditions specified under the Act read with Rules thereunder and the Listing Regulations for his appointment as Independent Non-Executive Director of the Company and is independent of the management. Having regard to the qualifications, experience and knowledge, the Board considers that his association would be of immense benefit to the Company and it is desirable to avail the services of Mr. Anand as an Independent Director. A copy of the draft letter for appointment of the Independent Director setting out the terms and conditions of his appointment will be available for inspection by the Members. Members who wish to inspect the same can send a request to the e-mail address mentioned in the notes to the Notice.

Mr. Anand, aged 64 years, is a Mechanical Engineer from the Indian Institute of Technology, Bombay having passed out in the year 1977 and then completed his Post Graduate Diploma in Business Management from the Indian Institute of Management, Kolkata in the year 1979 having specialisation in Marketing. Mr. Anand joined Asian Paints Limited in the year 1979 and worked in the Sales and Marketing function of the Architectural Coating and Chemical business, Industrial products manufacturing. He was made the head of the Decoratives Business in 2009 and Managing Director & CEO of Asian Paints Limited effective April 1, 2012. He superannuated as the Managing Director & CEO of Asian Paints Limited on March 31, 2020. He also serves on the Boards of Marico Limited and Borosil Glass Works Limited.

A brief profile of Mr. Anand, including details of current directorships and remuneration paid/payable forms part of this Notice. In compliance with the provisions of Section 149 read with Schedule IV of the Act, Regulation 17 of the Listing Regulations and other applicable regulations, the appointment of Mr. Anand as an Independent Director for five consecutive years commencing from October 15, 2019 is now placed for the approval of the Members by an Ordinary Resolution.

Mr. Anand would be entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof where he is a Member. In addition, he would be entitled to commission as determined each year by the Board of Directors within the limits approved by the Members of the Company for the Non-Executive Directors of the Company.

The Board commends the Ordinary Resolution set out in Item No. 6 of the accompanying Notice for approval of the Members. This item being special business, is unavoidable in nature. Except Mr. Anand, none of the Directors or Key Managerial Personnel (KMP) of the Company and their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 6 of the accompanying Notice. Mr. Anand is not related to any other Director or KMP of the Company.

Item No. 7

The Company is directed under the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, to have the audit of its cost records conducted by a Cost Accountant. Further, in accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company.

The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment of D. C. Dave & Co., Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2021 at a remuneration of ` 7,50,000 plus applicable taxes, travel and out-of-pocket expenses.

Accordingly, consent of the Members is sought by way of an Ordinary Resolution as set out at Item No. 7 of the accompanying Notice for ratification of the remuneration amounting to ` 7,50,000 plus applicable taxes, travel and out-of-pocket expenses payable to the Cost Auditors for the Financial Year ending March 31, 2021.

In view of complying with the requirement of Section 148 of the Act and the rules thereunder, the appointment of Cost Auditor for FY 2020-21, being a special business is unavoidable in nature. The Board accordingly commends the Ordinary Resolution set out at Item No. 7 of the accompanying Notice for the approval of the Members.

None of the Directors or KMP of the Company and their respective relatives are concerned or interested, financially or otherwise, in the resolution at Item No. 7 of the accompanying Notice.

By Order of the Board of Directors Rajiv Chandan General Counsel & Company Secretary Mumbai, May 15, 2020 FCS 4312 Registered Office: Tata Chemicals Limited Bombay House 24, Homi Mody Street, Fort, Mumbai - 400 001 CIN: L24239MH1939PLC002893 Tel. No: + 91 22 6665 8282 Email: investors@tatachemicals.com Website: www.tatachemicals.com

10 I NOTICE OF 81[ST] AGM

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE AGM PURSUANT TO REGULATIONS 26(4) AND 36(3) OF LISTING REGULATIONS AND SECRETARIAL STANDARD – 2 ON GENERAL MEETINGS:

==> picture [490 x 38] intentionally omitted <==

----- Start of picture text -----

Name of the Mr. R. Mukundan Dr. C. V. Natraj Mr. K. B. S. Anand
Director (Managing Director & CEO) (Non-Executive Independent (Non-Executive Independent
Director) Director)
----- End of picture text -----

DIN	00778253	00778253				07132764	03518282
Date of Birth	September 19,1966					July31,1953	August 30,1955
**Age **	53years					66years	64years
Date of first	November 26,		2008			August 8, 2019	October 15, 2019
appointment
Qualifications	BE (Electrical		Engineering)		from	Ph.D. degree in Chemistry from	Mechanical Engineer from the Indian
	IIT, Roorkee;		MBA from		FMS,	the Indian Institute of Science,	Institute of Technology, Bombay;
	Delhi	University;		Advanced		Bangalore; Post-doctoral research	Post Graduate Diploma in Business
	Management		Programme		at	experience in Biochemistry from	Management from the Indian
	Harvard	Business School.				the University of Michigan, Ann	Institute of Management, Kolkata.
						Arbor.
Expertise in specific	Mr. R.	Mukundan		has	wide	Dr. Natraj has more than 30 years	Mr. Anand joined Asian Paints
functional areas	experience in the field			of strategy,		of experience in research. He	Limited in the year 1979 and has
	business development, corporate					headed the Research function as	worked in the Sales and Marketing
	quality,	planning, manufacturing				Director on the Board of Hindustan	function of the Architectural
	and general management.					Lever Limited and later went on	Coating and Chemical business,
						to lead the Corporate Research	Industrial products manufacturing.
						function for Unilever as Senior Vice	He was made the head of the
						President. He is also the Technical	Decoratives Business in 2009 and
						Advisor to the Indian Institute of	Managing Director & CEO of Asian
						Science.	Paints Limited effective April 1, 2012.
							He superannuated as the Managing
							Director & CEO of Asian Paints
							Limited on March 31,2020.
Terms and	N.A.					Appointed for a period of 5 years	Appointed for a period of 5 years
conditions of						from August 8, 2019 to	from October 15, 2019 to
appointment or						August 7, 2024	October 14, 2024
re-appointment
Details of	6,69,75,964|||||Sitting Fees:4,10,000	Sitting Fees:`1,70,000
remuneration last						Commission:30,00,000|Commission:10,00,000
drawn#
(FY 2019-20)
Directorships	1. Rallis	India Limited*				1. Rallis India Limited*	1. Borosil Glass Works Limited
in other Public	2. Tata International Limited*						2. Marico Limited
Limited Companies							(appointed w.e.f. April 1, 2020)*
(excluding foreign
companies,
private companies
and Section 8
companies)

11

==> picture [491 x 38] intentionally omitted <==

----- Start of picture text -----

Name of the Mr. R. Mukundan Dr. C. V. Natraj Mr. K. B. S. Anand
Director (Managing Director & CEO) (Non-Executive Independent (Non-Executive Independent
Director) Director)
----- End of picture text -----

Membership/	1.	Rallis India Limited	Ralli	s India Limited	Marico Limited	Marico Limited
Chairpersonship	-	Audit Committee (Member)	-	Audit Committee (Member)	-	Nomination and
of Committees in	-	Stakeholders Relationship	-	Nomination and		Remuneration Committee
other public limited		Committee (Member)		Remuneration Committee		(Member)
companies	-	Nomination and		(Chairperson)
		Remuneration Committee	-	Risk Management
		(Member)		Committee (Chairperson)
	-	CSR Committee	-	Safety, Health, Environment
		(Chairperson)		and Sustainability
	-	Safety, Health, Environment		Committee (Chairperson)
		and Sustainability
		Committee (Member)
	2.	Tata International Limited
	-	Corporate Social
		Responsibility Committee
		(Member)
	-	Nomination and
		Remuneration Committee
		(Member)
	-	Committee of Directors
		(Member)
No. of Board	9		6		5
Meetings attended
during theyear
Relationship with	None		None		None
other Directors and
KMPs
No. of shares held:
(a) Own	500		209		-
(b) For other	-		-		-
persons on a
beneficial basis

* Listed Entities (including entities whose debt is listed on a Stock Exchange)

# Commission is for FY 2019-20, which will be paid during FY 2020-21

12 I NOTICE OF 81[ST] AGM