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Tata Communications Limited AGM Information 2021
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AGM Information
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HQ/CS/35 AGM/17156 June 30, 2021
National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Mumbai - 400 051 SYMBOL: TATACOMM
BSE Limited P.J. Towers, Dalal Street, Mumbai - 400 001 Scrip Code: 500483
Dear Sir / Madam.
Sub: Proceedings and Voting Results of the 35th Annual General Meeting ('AGM') of Tata Communications Limited ('the Company')
In terms of the General Circular No. 14/ 2020 dated April 8, 2020; General Circular No. 17/ 2020 dated April 13, 2020; General Circular No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020 in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 ('the Act') and the rules made thereunder on account of the threat posed by Covid-19"; General Circular No. 20/ 2020 dated May 5, 2020 and General Circular No. 02/2021 dated January 13, 2021 in relation to 'Clarification on holding of AGM through video conferencing (VC) or other audio visual means (OAVM)' (collectively referred to as 'MCA Circulars') and Securities and Exchange Board of India ('SEBI') Circulars dated May 12, 2020 January 15, 2021 in relation to 'Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') - Covid-19 pandemic' ('SEBI Circulars') and in compliance with applicable provisions of the Act and the Listing Regulations, the 35th AGM of the Company was held on Wednesday, June 30, 2021 at 11:00 hours (IST) through two-way Video Conferencing to transact the business as stated in the Notice of the AGM dated May 28, 2021. We would like to inform you that all the items of business contained in the said AGM Notice were transacted and passed by the Members with requisite majority through e-voting facility provided to the Shareholders. The Company also facilitated the live webcast of the proceedings.
In this regard, please find attached the following -
- a) Summary of the proceedings of the AGM of the Company in compliance with Regulation 30, Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - "Annexure 1".
- b) The result of voting by Shareholders through remote e-voting and e-voting at the AGM in compliance with Regulation 44 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - "Annexure 2".
- c) Consolidated Report of the Scrutinizer dated June 30, 2021, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 - "Annexure 3".
The AGM concluded at 13:28 hours (IST).
TATA COMMUNICATIONS Tata Communications Limited Regd. Office: VSB Mahatma Gandhi Road Fort Mumbai - 400 001 India Tel 91 22 6659 1968 email: [email protected] website www.tatacommunications.com CIN: L64200MH1986PLC039266
The Voting Results along with the Consolidated Report of the Scrutinizer dated June 30, 2021 are made available on the Company's website at www.tatacommunications.com and on the website of National Securities Depository Limited at www.evoting.nsdl.com.
This is for your information and records.
Yours faithfully, For Tata Communications Limited
$0M$ Zubin Patel
Company Secretary and Compliance Officer
Annexure 1
SUMMARY OF PROCEEDINGS OF THE 35TH ANNUAL GENERAL MEETING OF TATA COMMUNICATIONS LIMITED
The 35th Annual General Meeting ('AGM' or 'Meeting') of the Members of Tata Communications Limited ('the Company') was held on Wednesday, June 30, 2021 at 11:00 hours (IST) via twoway Video Conferencing ('VC'). The Company, while conducting the Meeting, adhered to the circulars issued by the Ministry of Corporate Affairs ('MCA'), the Securities and Exchange Board of India ('SEBI') and other social distancing norms in view of the outbreak of Covid-19 pandemic.
The Company Secretary welcomed all the Members and informed them that the facility to participate through VC had been made available in accordance with the circulars issued by MCA and SEBI and briefed the Members on certain points relating to participation at the Meeting through VC. The Company Secretary introduced all the Directors and the Chief Financial Officer of the Company. It was also stated that representatives of the Statutory Auditor, Secretarial Auditor, Cost Auditor and Scrutinizer were present in the Meeting through VC. The requisite guorum being present, the Company Secretary requested Ms. Renuka Ramnath, the Chairperson of the Board, to chair the Meeting.
With the permission of the Shareholders, the Notice was taken as read. The Members were informed that there were no qualifications or adverse remarks in the Reports of the Statutory Auditors or the Secretarial Auditor.
The Chairperson addressed the Members and informed them about the major developments, strategic direction and financial highlights of the Company. The Chairperson also acknowledged the contribution of all the employees and other stakeholders during the year.
Mr. A.S. Lakshminarayanan, Managing Director & Chief Executive Officer of the Company then made a presentation covering amongst other things, the Company's financial performance, business overview and strategic shifts, awards and recognitions, sustainability, corporate social responsibility, employee engagement and Covid-19 initiatives.
| Item No. |
Item Description | Resolution Type |
Mode of voting |
Result |
|---|---|---|---|---|
| 1. | To receive, consider and adopt the Financial Standalone Audited Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon. |
Ordinary | Remote e- voting prior to and during the AGM |
Passed with requisite majority |
The following items of business as per the Notice of the Annual General Meeting dated May 28, 2021 were transacted at the meeting:
| 2. | To receive, consider and adopt the Consolidated Financial Audited Statements of the Company for the financial year ended March 31, 2021 along with the Report of the Auditors thereon. |
Ordinary | Remote e- voting prior to and during the AGM |
Passed with requisite majority |
|---|---|---|---|---|
| 3. | To declare a dividend on equity shares for the financial year ended March 31, 2021. |
Ordinary | Remote e- voting prior to and during the AGM |
Passed with requisite majority |
| 4. | To appoint a director in place of Mr. Srinath Narasimhan (DIN: 00058133), who retires by rotation at this annual general meeting and, being eligible, offers himself for re-appointment. |
Ordinary | Remote e- voting prior to and during the AGM |
Passed with requisite majority |
| 5. | Ratification of appointment of Statutory Auditors |
Ordinary | Remote e- voting prior to and during the AGM |
Passed with requisite majority |
| 6. | Cost Auditor's of Ratification remuneration. |
Ordinary | Remote e- voting prior to and during the AGM |
Passed with requisite majority |
| 7. | Alteration of the Objects Clause of the Memorandum of Association of the Company |
Special | Remote e- voting prior to and during the AGM |
Passed with requisite majority |
| 8. | Alteration of Articles of Association of the Company |
Special | Remote e- voting prior to and during the AGM |
Passed with requisite majority |
Thereafter, the Members were invited to put forth their comments, suggestions and to make enquiries on the performance of the Company and related matters. The queries made by the Members were duly responded to by the Chairperson and Managing Director & CEO.
The Chairperson then thanked the Members for their continued support and for participating in the Meeting. She also thanked the Directors and Management team for joining the Meeting virtually.
The Company Secretary then stated that the e-voting facility would be kept open for the next 15 minutes to enable the Members, who had not yet cast their votes, to cast their votes on the resolutions proposed in the Notice of AGM. The Company Secretary declared the Meeting closed upon completion of e-voting period.
The meeting concluded at 13:28 hours (IST).
The Scrutinizer's Report was received after conclusion of the Meeting on June 30, 2021. All the Resolutions were passed with requisite majority.
This is for your information and records.
For Tata Communications Limited
DM $\sigma$
Zubin Patel Company Secretary and Compliance Officer
TATA COMMUNICATONS LIMITED
35TH ANNUAL GENERAL MEETING HELD ON 30 JUNE 2021
Annexure 2
VOTING RESULTS
| Date of Annual General Meeting | 30 June 2021 |
|---|---|
| Total Number of Shareholders as on Cut-Off Date (June 23, 2021) |
93,202 |
| No. of Shareholders present in the Meeting either in person or by proxy Promoters and Promoter Group |
|
| $ $ Public | The Annual General Meeting was held through Video Conferencing and hence there was no physical presence of Members or appointment of proxy. |
| No. of Shareholders who attended the Meeting through Video Conferencing | |
| Promoters and Promoter Group Public |
10 48 |
PM /
| Tata Communications Limited | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Required: (Ordinary) | 1 - Adoption of Audited Standalone Financial Statements for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon. |
|||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
NO | |||||||||
| Mode of Category Voting |
No. of shares held |
No. of votes polled |
% of Votes Polled on outstanding shares |
$-$ in favour | No. of Votes No. of Votes -Against |
% of Votes in favour on votes polled |
% of Votes against on votes polled |
|||
| $[1]$ | $[2]$ | $[3] = { [2] / [1] }$ *100 | $[4]$ | [5] | $[6] = { [4] / [2] } * 100$ | $[7] = { [5] / [2] } * 100$ | ||||
| E-Voting | 167760493 | 100.0000 | 167760493 | Ωl | 100.0000 | 0.0000 | ||||
| Promoter and Promoter | Poll | n | 0.0000 | Ωl | 0.0000 | 0.0000 | ||||
| Group | Postal Ballot | 167760493 | n۱ | 0.0000 | 0.0000 | 0.0000 | ||||
| Total | 167760493 | 100.0000 | 167760493 | O | 100.0000 | 0.0000 | ||||
| E-Voting | 64141187 | 71.6969 | 64141187 | $\Omega$ | 100.0000 | 0.0000 | ||||
| Poll | O | 0.0000 | $\Omega$ | n | 0.0000 | 0.0000 | ||||
| Public Institutions | Postal Ballot | 89461619 | 0 | 0.0000 | ΩI | 0.0000 | 0.0000 | |||
| Total | 64141187 | 71.6969 | 64141187 | 0 | 100.0000 | 0.0000 | ||||
| E-Voting | 5358573 | 19.2908 | 5358544 | 29 | 99.9995 | 0.0005 | ||||
| Poll | 0 | 0.0000 | $\Omega$ | $\Omega$ | 0.0000 | 0.0000 | ||||
| lPublic Non Institutions | Postal Ballot | 27777888 | $\Omega$ | 0.0000 | 0.0000 | 0.0000 | ||||
| Total | 5358573 | 19.2908 | 5358544 | 29 | 99.9995 | 0.0005 | ||||
| Total | 285000000 | 237260253 | 83.2492 | 237260224 | 29 | 100.0000 | 0.0000 |
$(0)$
| Tata Communications Limited | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Required: (Ordinary) | 2 - Adoption of Audited Consolidated Financial Statements for the financial year ended March 31, 2021, together with the Report of the Auditors thereon. |
|||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
NO | |||||||||
| Mode of Category Voting |
No. of shares held |
No. of votes polled |
% of Votes Polled % of Votes in No. of Votes No. of Votes on outstanding favour on votes – in favour -Against shares polled |
|||||||
| $[1]$ | $[2]$ | $[3] = { [2] / [1] }$ *100 | $[4]$ | $[5]$ | $[6] = { [4] / [2] } * 100$ | $[7] = { [5] / [2] } * 100$ | ||||
| Promoter and Promoter Group |
E-Voting | 167760493 | 100.0000 | 167760493 | 0 | 100.0000 | 0.0000 | |||
| Poll | 167760493 | 0.0000 | 0l | 0 | 0.0000 | 0.0000 | ||||
| Postal Ballot | 0.0000 | n | 0 | 0.0000 | 0.0000 | |||||
| Total | 167760493 | 100.0000 | 167760493 | $\bf{0}$ | 100.0000 | 0.0000 | ||||
| E-Voting | 64141187 | 71.6969 | 64141187 | 0 | 100.0000 | 0.0000 | ||||
| Poll | 0.0000 | ი | 0 | 0.0000 | 0.0000 | |||||
| Public Institutions | Postal Ballot | 89461619 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 64141187 | 71.6969 | 64141187 | $\bf{0}$ | 100.0000 | 0.0000 | ||||
| E-Voting | 5356946 | 19.2849 | 5356921 | 25 | 99.9995 | 0.0005 | ||||
| Public Non Institutions | Poll | 0.0000 | O | 0 | 0.0000 | 0.0000 | ||||
| Postal Ballot | 27777888 | O | 0.0000 | o | 0 | 0.0000 | 0.0000 | |||
| Total | 5356946 | 19.2849 | 5356921 | 25 | 99.9995 | 0.0005 | ||||
| Total | 285000000 | 237258626 | 83.2486 | 237258601 | 25 | 100.0000 | 0.0000 |
$\overline{\mathcal{U}}$
| Tata Communications Limited | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Required : (Ordinary) | 3 - Declaration of Dividend for the financial year 2020-21. | |||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
NO | |||||||||
| No. of Mode of Category Voting |
shares held | No. of votes polled |
% of Votes Polled on outstanding shares |
$-$ in favour | No. of Votes No. of Votes -Against |
% of Votes in favour on votes polled |
% of Votes against on votes polled |
|||
| $[1]$ | $[2]$ | $[3] = { [2] / [1] }$ *100 | [4] | [5] | [6]={[4]/[2]}*100 | $[7] = { [5] / [2] } * 100$ | ||||
| E-Voting | 167760493 | 100,0000 | 167760493 | ∩ | 100.0000 | 0.0000 | ||||
| Promoter and Promoter Group |
Poll | 167760493 | 0 | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | |||
| Postal Ballot | Οl | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | |||||
| Total | 167760493 | 100.0000 | 167760493 | 100.0000 | 0.0000 | |||||
| E-Voting | 64196126 | 71.7583 | 64102871 | 93255 | 99.8547 | 0.1453 | ||||
| Poll | Ωl | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | |||||
| Public Institutions | Postal Ballot | 89461619 | Ωl | 0.0000 | ∩ | 0.0000 | 0.0000 | |||
| Total | 64196126 | 71.7583 | 64102871 | 93255 | 99.8547 | 0.1453 | ||||
| E-Voting | 5356988 | 19.2851 | 5356963 | 25 | 99.9995 | 0.0005 | ||||
| Poll | 0 | 0.0000 | $\Omega$ | $\Omega$ | 0.0000 | 0.0000 | ||||
| Public Non Institutions | Postal Ballot | 27777888 | Ω | 0.0000 | O | U | 0.0000 | 0.0000 | ||
| Total | 5356988 | 19.2851 | 5356963 | 25 | 99.9995 | 0.0005 | ||||
| Total | 285000000 | 237313607 | 83.2679 | 237220327 | 93280 | 99.9607 | 0.0393 |
$\lambda$
| Tata Communications Limited | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Resolution Required: (Ordinary) | 4 - Appointment of Mr. Srinath Narasimhan (DIN: 00058133) as Director, liable to retire by rotation | ||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
NO | ||||||||
| Category | Mode of Voting |
No. of shares held |
No. of votes polled |
% of Votes Polled on outstanding shares |
$-$ in favour | No. of Votes No. of Votes -Against |
% of Votes in favour on votes polled |
% of Votes against on votes polled |
|
| $[1]$ | $[2]$ | $[3] = { [2] / [1] }$ *100 | [4] | [5] | $[6] = { [4] / [2] } * 100$ | $[7] = { [5] / [2] } * 100$ | |||
| E-Voting | 167760493 | 100.0000 | 167760493 | $\overline{0}$ | 100.0000 | 0.0000 | |||
| Promoter and Promoter Group |
Poll | ∩ | 0.0000 | $\Omega$ | $\Omega$ | 0.0000 | 0.0000 | ||
| Postal Ballot | 167760493 | 0.0000 | O | $\Omega$ | 0.0000 | 0.0000 | |||
| Total | 167760493 | 100.0000 | 167760493 | $\mathbf 0$ | 100.0000 | 0.0000 | |||
| E-Voting | 64178378 | 71.7384 | 63267052 | 911326 | 98.5800 | 1.4200 | |||
| Poll | 0 | 0.0000 | 0 | $\Omega$ | 0.0000 | 0.0000 | |||
| Public Institutions | Postal Ballot | 89461619 | n. | 0.0000 | n | 0.0000 | 0.0000 | ||
| Total | 64178378 | 71.7384 | 63267052 | 911326 | 98.5800 | 1.4200 | |||
| E-Voting | 5356815 | 19.2845 | 5349506 | 7309 | 99.8636 | 0.1364 | |||
| Poll | $\Omega$ | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Public Non Institutions | Postal Ballot | 27777888 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 5356815 | 19.2845 | 5349506 | 7309 | 99.8636 | 0.1364 | |||
| Total | 285000000 | 237295686 | 83.2616 | 236377051 | 918635 | 99.6129 | 0.3871 |
| Tata Communications Limited | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Required: (Ordinary) | 5 - Ratification of appointment of Statutory Auditors. | |||||||||
| the agenda/resolution? | Whether promoter/ promoter group are interested in | NO | ||||||||
| Mode of Category Voting |
No. of shares held |
No. of votes polled |
% of Votes Polled on outstanding shares |
No. of Votes No. of Votes - in favour |
-Against | % of Votes in favour on votes polled |
% of Votes against on votes polled |
|||
| $[1]$ | $[2]$ | $[3] = { [2] / [1] } * 100$ | $[4]$ | [5] | $[6] = { [4] / [2] } * 100$ | $[7] = { [5] / [2] } * 100$ | ||||
| E-Voting | 167760493 | 100.0000 | 167760493 | 0 | 100.0000 | 0.0000 | ||||
| Promoter and Promoter | Poll | 0.0000 | Ωl | O | 0.0000 | 0.0000 | ||||
| Group | Postal Ballot | 167760493 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 167760493 | 100.0000 | 167760493 | $\bf{0}$ | 100.0000 | 0.0000 | ||||
| E-Voting | 64178378 | 71.7384 | 64178378 | 0 | 100.0000 | 0.0000 | ||||
| Poll | n | 0.0000 | $\Omega$ | 0 | 0.0000 | 0.0000 | ||||
| Public Institutions | Postal Ballot | 89461619 | 0 | 0.0000 | n | ∩ | 0.0000 | 0.0000 | ||
| Total | 64178378 | 71.7384 | 64178378 | 0 | 100.0000 | 0.0000 | ||||
| E-Voting | 5356960 | 19.2850 | 5356344 | 616 | 99.9885 | 0.0115 | ||||
| Poll | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Public Non Institutions | Postal Ballot | 27777888 | Ωl | 0.0000 | 0 | $\Omega$ | 0.0000 | 0.0000 | ||
| Total | 5356960 | 19.2850 | 5356344 | 616 | 99.9885 | 0.0115 | ||||
| Total | 285000000 | 237295831 | 83.2617 | 237295215 | 616 | 99.9997 | 0.0003 |
$\mathbb{Q}$
$\mathbb{Z}$
| Tata Communications Limited | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Required: (Ordinary) | 6 - Ratification of Cost Auditor's Remuneration | |||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
NO | |||||||||
| Mode of Category Voting |
No. of shares held |
No. of votes polled |
% of Votes Polled on outstanding shares |
– in favour | No. of Votes No. of Votes -Against |
% of Votes in favour on votes polled |
% of Votes against on votes polled |
|||
| $[1]$ | $[2]$ | $[3] = { [2] / [1] }^* 100$ | [4] | [5] | $[6] = { [4] / [2] } * 100$ | $[7] = { [5] / [2] } * 100$ | ||||
| E-Voting | 167760493 | 100.0000 | 167760493 | 0 | 100.0000 | 0.0000 | ||||
| Promoter and Promoter | Poll | 167760493 | 0.0000 | $\Omega$ | Ωl | 0.0000 | 0.0000 | |||
| Group | Postal Ballot | 0.0000 | Ωl | Ωl | 0.0000 | 0.0000 | ||||
| Total | 167760493 | 100.0000 | 167760493 | 0 | 100.0000 | 0.0000 | ||||
| E-Voting | 64178378 | 71.7384 | 64178378 | $\Omega$ | 100.0000 | 0.0000 | ||||
| Poll | 0 | 0.0000 | Οl | 0 | 0.0000 | 0.0000 | ||||
| Public Institutions | Postal Ballot | 89461619 | O | 0.0000 | 0 | 0.0000 | 0.0000 | |||
| Total | 64178378 | 71.7384 | 64178378 | 0 | 100.0000 | 0.0000 | ||||
| E-Voting | 5356485 | 19.2833 | 5355058 | 1427 | 99.9734 | 0.0266 | ||||
| Poll | U | 0.0000 | O | $\Omega$ | 0.0000 | 0.0000 | ||||
| Public Non Institutions | Postal Ballot | 27777888 | U | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | |||
| Total | 5356485 | 19.2833 | 5355058 | 1427 | 99.9734 | 0.0266 | ||||
| Total | 285000000 | 237295356 | 83.2615 | 237293929 | 1427 | 99.9994 | 0.0006 |
| Tata Communications Limited | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Required: (Special) | 7 - Alteration of the Objects Clause of the Memorandum of Association of the Company | |||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
NO | |||||||||
| No. of Mode of Category Voting |
shares held | No. of votes polled |
% of Votes Polled on outstanding shares |
No. of Votes No. of Votes - in favour |
-Against | % of Votes in favour on votes polled |
% of Votes against on votes polled |
|||
| $[1]$ | $[2]$ | $[3] = { [2] / [1] } * 100$ | [4] | $[5]$ | $[6] = { [4] / [2] } * 100$ | $[7] = { [5] / [2] } * 100$ | ||||
| E-Voting | 167760493 | 100.0000 | 167760493 | O | 100.0000 | 0.0000 | ||||
| Promoter and Promoter Group |
Poll | 167760493 | 0.0000 | Οl | 0 | 0.0000 | 0.0000 | |||
| Postal Ballot | 0.0000 | Ωl | 0.0000 | 0.0000 | ||||||
| Total | 167760493 | 100.0000 | 167760493 | 0 | 100.0000 | 0.0000 | ||||
| E-Voting | 64178378 | 71.7384 | 64178378 | 0 | 100.0000 | 0.0000 | ||||
| Poll | 0.0000 | $\Omega$ | $\Omega$ | 0.0000 | 0.0000 | |||||
| Public Institutions | Postal Ballot | 89461619 | 0.0000 | Ωl | O | 0.0000 | 0.0000 | |||
| Total | 64178378 | 71.7384 | 64178378 | 0 | 100.0000 | 0.0000 | ||||
| E-Voting | 5356945 | 19.2849 | 5355384 | 1561 | 99.9709 | 0.0291 | ||||
| Poll | ი | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Public Non Institutions | Postal Ballot | 27777888 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 5356945 | 19.2849 | 5355384 | 1561 | 99.9709 | 0.0291 | ||||
| Total | 285000000 | 237295816 | 83.2617 | 237294255 | 1561 | 99.9993 | 0.0007 |
$\sigma$
| Tata Communications Limited | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Required: (Special) | 8 - Alteration of the Articles of Association of the Company | ||||||||||
| Whether promoter/ promoter group are interested in | NO | ||||||||||
| the agenda/resolution? | |||||||||||
| Category | Mode of Voting |
No. of shares held |
No. of votes polled |
% of Votes Polled on outstanding shares |
$-$ in favour | No. of Votes No. of Votes -Against |
% of Votes in favour on votes polled |
% of Votes against on votes polled |
|||
| $[1]$ | $[2]$ | $[3] = { [2] / [1] } * 100$ | $[4]$ | [5] | $[6] = { [4] / [2] } * 100$ | $[7] = { [5] / [2] } * 100$ | |||||
| Promoter and Promoter Group |
E-Voting | 167760493 | 100.0000 | 167760493 | 0 | 100.0000 | 0.0000 | ||||
| Poll | 167760493 | 0.0000 | Ωl | $\Omega$ | 0.0000 | 0.0000 | |||||
| Postal Ballot | 0.0000 | O | 0 | 0.0000 | 0.0000 | ||||||
| Total | 167760493 | 100.0000 | 167760493 | 0 | 100.0000 | 0.0000 | |||||
| E-Voting | 64178378 | 71.7384 | 64178378 | $\overline{0}$ | 100.0000 | 0.0000 | |||||
| Poll | $\Omega$ | 0.0000 | 0 | $\overline{0}$ | 0.0000 | 0.0000 | |||||
| Public Institutions | Postal Ballot | 89461619 | 0.0000 | ი | 0 | 0.0000 | 0.0000 | ||||
| Total | 64178378 | 71.7384 | 64178378 | 0 | 100.0000 | 0.0000 | |||||
| E-Voting | 5356714 | 19.2841 | 5355242 | 1472 | 99.9725 | 0.0275 | |||||
| Poll | 0.0000 | $\overline{0}$ | 0.0000 | 0.0000 | |||||||
| Public Non Institutions | Postal Ballot | 27777888 | 0.0000 | በ | 0 | 0.0000 | 0.0000 | ||||
| Total | 5356714 | 19.2841 | 5355242 | 1472 | 99.9725 | 0.0275 | |||||
| Total | 285000000 | 237295585 | 83.2616 | 237294113 | 1472 | 99.9994 | 0.0006 |
Annexure-3
PARIKH & ASSOCIATES COMPANY SECRETARIES
Office
- 11th Floor, Sai-Dwar CHS Ltd Sab TV Lane, Opp. Laxmi Industrial Estate, Off Link Road, Above Shabari Restaurant, Andheri (W), Mumbai: 400053 Tel No 26301232 / 26301233 /
26301240 Email: [email protected]
To,
The Chairperson Tata Communications Limited VSB, Mahatma Gandhi Road, Fort, Mumbai - 400 001
Dear Madam,
Sub: Consolidated Scrutinizer's Report on remote e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 for the 35th Annual General Meeting of Tata Communications Limited held on Wednesday, June 30, 2021 at 11.00 a.m. (IST) through video conferencing ('VC') / other audio visual means ('OAVM').
I, Mitesh Dhabliwala, of Parikh & Associates, Practising Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of Tata Communications Limited pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct the remote e-voting process in respect of the below mentioned resolutions proposed at the 35th Annual General Meeting ("AGM") of Tata Communications Limited on Wednesday, June 30 , 2021 at 11.00 a.m. (IST) through VC/OAVM.
I was also appointed as Scrutinizer to scrutinize the remote e-voting process during the said AGM.
The notice dated May 28, 2021, convening the AGM, as confirmed by the Company was sent to the shareholders in respect of the below mentioned resolutions proposed to be passed at the AGM of the Company through electronic mode to those Members whose email addresses are registered with the Company/ Depositories, in compliance with the MCA Circular dated May 5, 2020 and January 13, 2021 read with circulars dated April 8, 2020 and April 13, 2020 and September 28, 2020, and
Continuation Sheet
December 31, 2020 (collectively referred to as "MCA Circulars") and SEBI Circular dated May 12, 2020 and January 15, 2021.
The Company had availed the e-voting facility offered by National Securities Depository Limited's ('NSDL') for conducting remote e-voting by the Shareholders of the Company.
The voting period for remote e-voting commenced on Saturday, June 26, 2021 (9:00 a.m. IST) and ended on Tuesday, June 29, 2021 (5:00 p.m. IST) and the NSDL evoting platform was disabled thereafter.
The Company had also provided remote e-voting facility to the shareholders present at the AGM through VC / OAVM and who had not cast their vote earlier.
The shareholders of the Company holding shares as on the "cut-off" date of Wednesday, June 23, 2021 were entitled to vote on the resolutions as contained in the Notice of the AGM.
After the closure of e-voting at the AGM, the report on remote voting done during the AGM and the votes cast under remote e-voting facility prior to the AGM were unblocked and counted.
I have scrutinized and reviewed the remote e-voting prior to and during the AGM and votes cast therein based on the data downloaded from the NSDL e-voting system.
The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting prior to and during the AGM on the resolutions contained in the notice of the AGM.
My responsibility as scrutinizer for the remote e-voting is restricted to making a Scrutinizer's Report of the votes cast in favour or against the resolutions.
I now submit my consolidated report as under on the result of the remote e-voting prior to and during the AGM in respect of the said resolutions.
Continuation Sheet
Resolution 1: Ordinary Resolution
To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon
(i) Voted in favour of the resolution:
| Number of members | Number of valid votes | % of total number of | |
|---|---|---|---|
| voted | cast by them | valid votes cast | |
| 636 | 23,72,60,224 | 100.00 (Rounded Off) |
(ii) Voted against the resolution:
| Number of voted |
members | Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|---|
| 29 | $0.00\parallel$ |
| Number whose declared invalid |
votes | of members were |
Number of invalid votes cast by them |
|---|---|---|---|
| ΝIΙ |
Resolution 2: Ordinary Resolution
To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021 along with the
Report of the Auditors thereon.
(i) Voted in favour of the resolution:
| Number of voted |
members | Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|---|
| 632 | 23,72,58,601 | 100.00 (Rounded Off) |
(ii) Voted against the resolution:
| Number voted |
of. | members | Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|---|---|
| 25 | 0.00 |
| Number of members votes whose were declared invalid |
Number of invalid votes cast by them |
|---|---|
| ΝIΙ | NII |
Resolution 3: Ordinary Resolution
To declare a dividend on equity shares for the financial year ended March 31, 2021.
(i) Voted in favour of the resolution:
| Number | - of | members | Number of valid votes | % of total number of |
|---|---|---|---|---|
| voted | cast by them | valid votes cast | ||
| 644 | 23,72,20,327 | 99.96 |
(ii) Voted against the resolution:
| members Number of. voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 93,280 | 0.04 |
| Number of members votes whose were declared invalid |
Number of invalid votes cast by them |
|---|---|
| MIL |
Continuation Sheet
Resolution 4: Ordinary Resolution
To appoint a director in place of Mr. Srinath Narasimhan (DIN: 00058133), who retires by rotation at this annual general meeting and, being eligible, offers himself for re-appointment.
(i) Voted in favour of the resolution:
| Number of voted |
members | Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|---|
| 598 | 23,63,77,051 | 99.61 |
(ii) Voted against the resolution:
| Number voted |
of | members in | Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|---|---|
| 36 | 9,18,635 | 0.39 |
| Number of members whose declared invalid |
votes | were | Number of invalid votes cast by them |
|---|---|---|---|
| ΝIΙ | ΝIΙ |
Resolution 5: Ordinary Resolution
Ratification of appointment of Statutory Auditors
(i) Voted in favour of the resolution:
| Number of members | Number of valid votes | % of total number of | |
|---|---|---|---|
| voted | cast by them | valid votes cast | |
| 633 | 23,72,95,215 | 100.00 (Rounded Off) |
(ii) Voted against the resolution:
| Number voted |
ഫf | members | Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|---|---|
| 616 | $0.00\,$ |
| Number of members votes whose were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NII | NII |
$\bar{b}$
Resolution 6: Ordinary Resolution
Ratification of Cost Auditor's Remuneration
(i) Voted in favour of the resolution:
| Number of members | Number of valid votes | % of total number of | |
|---|---|---|---|
| voted | cast by them | valid votes cast | |
| 624 | 23,72,93,929 | 100.00 (Rounded Off) |
(ii) Voted against the resolution:
| Number voted |
of. | members i | Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|---|---|
| .427 | 0.00 |
| of members Number votes whose were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NII. | NII |
Resolution 7: Special Resolution
Alteration of the Objects Clause of the Memorandum of Association of the Company
(i) Voted in favour of the resolution:
| Number members −of voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 625 | 23,72,94,255 | 100.00 (Rounded Off) |
(ii) Voted against the resolution:
| Number | members | Number of valid votes | % of total number of |
|---|---|---|---|
| - of | cast by them | valid votes cast | |
| voted | 1,561 | 0.00 |
| Number of members votes whose were declared invalid |
Number of invalid votes cast by them |
|---|---|
| MII | MI |
Resolution 8: Special Resolution
Alteration of Articles of Association of the Company
(i) Voted in favour of the resolution:
| Number of members | Number of valid votes | % of total number of | |
|---|---|---|---|
| voted | cast by them | valid votes cast | |
| 622 | 23,72,94,113 | 100.00 (Rounded Off) |
(ii) Voted against the resolution:
| Number of members | Number of valid votes | % of total number of |
|---|---|---|
| voted | cast by them | valid votes cast |
| .472 |
(iii) Invalid votes:
| Number of members votes whose declared invalid |
were | Number of invalid votes cast by them |
|---|---|---|
| ΝIΙ |
Thanking you,
Yours faithfully,
MITESH DHABLIWALA
Mitesh Dhabliwala Parikh & Associates Practising Company Secretaries FCS: 8331 CP No.: 9511 111,11th Floor, Sai Dwar CHS Ltd Sab TV Lane, Opp. Laxmi Indl. Estate, Off Link Road, Above Shabari Restaurant, Andheri West, Mumbai - 400053
Place: Mumbai Dated: June 30, 2021