corporate overview statutory reports financial statements

NOTICE
Notice is hereby given that the Thirty-Third Annual Special Business
General Meeting of TATA ELXSI LIMITED will be held
5. Re-appointment of Mr. Manoj Raghavan as the
on Thursday, June 23, 2022, at 2:30 pm., through
Chief Executive Officer and Managing Director
Video Conferencing (VC) or Other Audio-Visual Means
of the Company.
(OAVM) to transact the following businesses:
To consider and, if thought fit, to pass with or
Ordinary Business
without modification(s), the following resolution
1. To consider and adopt the Audited Financial as an Ordinary Resolution:
Statements of the Company for the year ended
“RESOLVED THAT pursuant to the provisions
March 31, 2022, together with the Reports of the
of Section 196, 197, 203 and other applicable
Board of Directors and the Auditors thereon.
provisions, if any, read with Schedule V of the
2. To declare a dividend of Rs. 42.50 per equity Companies Act, 2013, (the “Act”) and the
share of Rs. 10 each for the financial year 2021-22. Companies (Appointment and Remuneration of
3. To appoint a Director in place of Mr. Ankur Verma Managerial Personnel) Rules, 2014 as amended
[DIN: 07972892], who retires by rotation and, from time to time, the Company hereby approves
being eligible, offers himself for re-appointment. the re-appointment of Mr. Manoj Raghavan
4. To re-appoint M/s BSR & Co.LLP, Chartered (DIN:8458315) as the Chief Executive Officer
Accountants (Regn No. 101248W/W–100022) as and Managing Director (“CEO & MD”) of the
Statutory Auditors of the Company for a period Company for a further period of five years with
of five years from the conclusion of this Annual effect from October 02, 2022, up to October
General Meeting up to the conclusion of the 01, 2027, upon the terms and conditions set
38th Annual General Meeting to be held in the out in the Explanatory Statement annexed to
year 2027. the Notice of the 33rd AGM, (including the
remuneration to be paid in the event of loss or
To consider and, if thought fit, to pass, with or
inadequacy of profits in any financial year during
without modification, the following resolution as
the tenure of his appointment) with authority to
an Ordinary Resolution:-
the Board of Directors to alter and vary the terms
“RESOLVED THAT pursuant to the provisions and conditions of the said appointment in such
of Sections 139 and 142 of the Companies Act, manner as may be agreed to between the Board
2013 (“Act”) and other applicable provisions of of Directors and Mr. Manoj Raghavan.
the Act, if any and the Rules framed thereunder,
RESOLVED FURTHER THAT the Board of Directors
as amended from time to time, M/S BSR &
of the Company (which term shall be deemed to
Co. LLP, Chartered Accountants (ICAI Firm
include any Committee of the Board constituted to
Registration No. 101248W/W - 100022) be and is
exercise its powers, including the powers conferred
hereby re-appointed as the Statutory Auditors of
by this Resolution) be and is hereby authorised to
the Company to hold office from the conclusion
take all such steps as may be necessary, proper
of this Annual General Meeting (AGM) till the
and expedient to give effect to this Resolution.
conclusion of thirty-eighth AGM of the Company
to be held in the year 2027, on such remuneration Bengaluru, April 20, 2022 By Order of the Board
as may be mutually agreed upon between the
Board of Directors of the Company and the Registered Office: Cauveri Sriram
Auditors.” ITPB Road, Whitefield, Company Secretary
Bengaluru - 560 048.
CIN: L85110KA1989PLC009968

Tata Elxsi 51
NOTICE (Contd.)

NOTES: 6. The Explanatory Statement pursuant to Section

1. In view of the COVID-19 pandemic and in compliance 102 of the Act setting out material facts concerning
with Circular No. 14/2020 dated April 8, 2020, the business under Item No. 5 of the Notice is
Circular No. 17/2020 dated April 13, 2020, and annexed hereto. As per the provisions of Clause
Circular No. 33/2020 dated September 28, 2020, and 3.A.II. of the General Circular No. 20/ 2020 dated
General Circular Nos. 39/2020 dated December May 5, 2020, the matters of Special Business as
31, 2020, 10/2021 dated June 23, 2021, and appearing in Item No. 5 of the accompanying
20/2021 dated December 8, 2021, issued by the Notice, are considered to be unavoidable by the
Ministry of Corporate Affairs (“MCA”) (hereinafter Board and hence, forming part of this Notice.
collectively referred to as “MCA Circulars”) 7. Members desirous of seeking information
and the provisions of the Companies Act, 2013 regarding Accounts of the Company are requested
(“Act”), SEBI (Listing Obligations and Disclosure to send their queries to [email protected] on
Requirements) Regulations, 2015 (“SEBI Listing or before June 15, 2022.
Regulations”), the 33rd AGM of the Company
8. In the case of joint holders, the Member whose name
is being held through VC/OAVM without the
appears as the first holder in the order of names as
physical presence of members at a common
per the Register of Members of the Company will
venue. The deemed venue for the 33rd AGM will
be entitled to vote at the AGM through e-voting.
be the registered office of the Company.
9. Register of Members and Transfer Books of the
2. The relevant details, pursuant to Regulation 36(3)
Company will remain closed from June 17, 2022, to
of the SEBI (Listing Obligations and Disclosure
June 23, 2022 (both dates inclusive) to determine
Requirements) Regulations, 2015 (“SEBI Listing
the shareholders entitled to the Dividend as
Regulations”), in respect of Directors seeking
recommended by the Board of Directors for the
appointment/re-appointment at this Annual
year ended March 31, 2022.
General Meeting (“AGM”) is annexed. Requisite
declarations have been received from Director/s 10. If the dividend, as recommended by the Board
seeking appointment/re-appointment. of Directors, is approved at the AGM, payment of
3. Since this AGM is being held pursuant to the such dividend will be made as under:
MCA Circulars through VC/OAVM, physical i. To all Beneficial Owners in respect of shares
attendance of Members has been dispensed held in dematerialised form as per the data
with. Accordingly, the facility for appointment as may be made available by the National
of proxies by the Members will not be available Securities Depository Limited (NSDL) and
for the AGM, and hence the Proxy Form and the Central Depository Services (India)
Attendance Slip are not annexed to this Notice. Limited (CDSL) as of the close of business
However, Body Corporates are entitled to appoint hours on June 16, 2022.
authorised representatives to attend the AGM ii. To all Members in respect of shares held
through VC/OAVM, participate thereat, and cast in physical form after giving effect to valid
their votes through e-voting. transmission or transposition requests
4. The Members can join the AGM in the VC/OAVM lodged with the Company as of the close of
mode thirty minutes before the scheduled time of business hours on June 16, 2022.
the commencement of the Meeting by following 11. As per Regulation 40 of SEBI Listing Regulations,
the procedure mentioned in the Notice. The as amended, securities of listed companies can be
facility of participation at the AGM through VC/ transferred only in dematerialised form with effect
OAVM will be made available on a first-come, from April 1, 2019, except in case of request received
first-served basis.
for transmission or transposition of securities. In
5. Members attending the AGM through VC / OAVM view of this and to eliminate all risks associated
shall be counted to reckon the quorum under with physical shares and for ease of portfolio
Section 103 of the Act. management, members holding shares in physical

52 Annual Report 2021-22

corporate overview statutory reports financial statements

NOTICE (Contd.)

form are requested to consider converting their 16. Members are requested to intimate changes, if
holdings to dematerialised form. Members can any, pertaining to their name, postal address, email
contact the Company or Company’s Registrar and address, telephone/ mobile numbers, Permanent
Transfer Agent TSR Consultants Private Limited Account Number (PAN), mandates, nominations,
(TCPL), for assistance in this regard. power of attorney, bank details such as the name
of the bank and branch details, bank account
12. The Securities and Exchange Board of India (SEBI)
number, MICR code, IFSC code, etc., to their DPs
has mandated the submission of Permanent
in case they hold the shares in electronic form and
Account Number (PAN) by every participant in
to the Company’s Registrars and Transfer Agents,
the securities market. Members holding shares TSR Consultants Private Limited for shares held in
in electronic form are, therefore, requested to physical form, with relevant documents that may
submit their PAN to the Depository Participant be required.
with whom they are maintaining their demat
17. The SEBI, vide its Circular dated May 13, 2022
account. Members holding shares in physical form has dispensed with the requirement of dispatch
can submit their PAN details to the Registrar and of physical copies of the Annual Report.
Transfer Agent – TSR Consultants Private Limited. Accordingly, the Notice of the AGM along
13. The Securities and Exchange Board of India, with the Annual Report 2021-22 is being sent
vide its Circulars dated November 3, 2021, only by electronic mode to those Members
and December 14, 2021, has mandated the whose email addresses are registered with the
furnishing of PAN, address with PIN code, E-Mail Company / Depositories. Members may note
address, Mobile Number, Bank Account details, that the Notice and Annual Report 2021-22 will
Specimen Signature and Nomination by holders also be available on the Company’s website
www.tataelxsi.com, websites of the Stock
of physical securities. Further, if any ONE of the
Exchanges, i.e. BSE Limited and National Stock
cited documents / details as enunciated in the
Exchange of India Limited at www.bseindia.com
said circular is NOT registered with Company
and www.nseindia.com respectively and on the
/ RTA, within March 31, 2023, such the folios
website of NSDL https://www.evoting.nsdl.com.
shall be frozen by the Company / Registrar and For any communication, the shareholders may
Share Transfer Agent of the Company (RTA). also send requests to the Company’s dedicated
The securities held in folios that have no PAN investor email-id: [email protected].
registered against the same/ have invalid PAN
18. Members who have not claimed/received their
registered on our records, as on the notified cut- dividend paid by the Company in respect of earlier
off date of March 31, 2023, or any other date years are requested to write to the Company’s
specified by the CBDT, shall also be frozen. Registrar and Transfer Agent, TSR Consultants
14. Effective January 1, 2022, Grievance Redressal / Private Limited. Members are requested to note
Service Requests can be availed with the RTA only that in terms of Section 125 of the Companies Act,
after the required documents / complete data as 2013, any dividend unpaid/unclaimed for a period
mandated are furnished for physical folios. of 7 years from the date these first became
due for payment is to be transferred to the
15. The formats for Nomination and Updation of
Central Government to the credit of the Investor
KYC details in accordance with the SEBI circular
Education & Protection Fund (IEPF). The details
are available on the Company’s website at
of the unclaimed dividends and the underlying
www.tataelxsi.com or https://www.tcplindia.co.in > shares that are liable to be transferred to IEPF
Investor Services > Downloads > KYC. The duly filled- are also available at the Company’s website –
in Forms may be sent to [email protected] www.tataelxsi.com/IEPF. In view of this, members/
through the registered e-mail ID of the claimants are requested to claim their dividends
shareholder or can also be submitted in hard from the Company, within the stipulated timeline.
copy to the RTA. The Members whose unclaimed dividends/ shares

Tata Elxsi 53
NOTICE (Contd.)

have been transferred to IEPF may claim the same Disclosure Requirements), Regulations 2015, the
by making an application to the IEPF Authority, in Company is pleased to provide members facility
Form No. IEPF-5 is available on www.iepf.gov.in to exercise their right to vote on resolutions
19. Pursuant to Finance Act 2020, dividend income will proposed to be considered at the Annual General
be taxable in the hands of shareholders w.e.f. April Meeting (AGM) by electronic means and the
1, 2020, and the Company is required to deduct business may be transacted through e-Voting
Services. The facility of casting the votes by the
tax at source from dividend paid to shareholders
members using an electronic voting system from
at the prescribed rates. For the prescribed rates for
a place other than the venue of the AGM (“remote
various categories, the shareholders are requested
e-voting”) will be provided by National Securities
to refer to the Finance Act, 2020 and amendments
Depository Limited (NSDL).
thereof. The shareholders are requested to update
their PAN with the Company / TSR Consultants 2. The remote e-voting period begins on June 19,
Private Limited (in case of shares held in physical 2022, at 9:00 A.M. and ends on June 22, 2022,
mode) and Depositories (in case of shares held in at 5:00 P.M. The remote e-voting module shall be
demat mode). disabled by NSDL for voting thereafter

20. A Resident individual shareholder with PAN and 3. The Company has appointed Mr. V Madan,
Practicing Company Secretary (CP 21778) as the
who is not liable to pay income tax can submit a
Scrutiniser to provide facility to the members
yearly declaration in Form No. 15G/15H, to avail
of the Company to scrutinise the voting at the
the benefit of non-deduction of tax at source,
meeting and remote e-voting process in a fair and
by email to [email protected]
transparent manner.
by 06.00 PM (IST), June 08, 2022. Shareholders
are requested to note that in case their PAN is not 4. The facility for e-voting shall also be made
registered, the tax will be deducted at a higher available during the AGM, and Members attending
rate of 20%. the AGM through VC/OAVM, who have not already
cast their vote by remote e-voting, may exercise
Non-resident shareholders can avail beneficial
their right to vote during the AGM through the
rates under the tax treaty between India and
NSDL portal.
their country of residence, subject to providing
5. The members who have cast their vote by remote
necessary documents, i.e. No Permanent
e-voting prior to the AGM can also participate
Establishment and Beneficial Ownership
through VC/OAVM but shall not be entitled to
Declaration, Tax Residency Certificate, Form
cast their vote through e-voting again.
10F, any other document which may be required
to avail the tax treaty benefits by sending an 6. The voting rights of Members shall be in proportion
email to [email protected]. The to their shares in the paid-up equity share capital
aforesaid declarations and documents need to of the Company as on the cut-off date.
be submitted by the shareholders by 06.00 PM 7. The remote e-voting period commences on June
(IST), June 08, 2022. For detailed instructions 19, 2022 (9:00 am) and ends on June 22, 2022
and formats of the Forms and documents to (5:00 pm). During this period, members of the
be submitted, please visit https://www.tataelxsi. Company, holding shares either in physical form
com/investors/corporate-announcements. or in dematerialised form, as on the cut-off date
of June 16, 2022, may cast their vote by remote
VOTING THROUGH ELECTRONIC MEANS e-voting. The remote e-voting module shall be
1. In compliance with provisions of Section 108 of the disabled by NSDL for voting thereafter. Once
Companies Act, 2013, Rule 20 of the Companies the vote on a resolution is cast by the member,
(Management and Administration) Rules, 2014 the member shall not be allowed to change it
as amended by the Companies (Management subsequently or cast a vote again.
and Administration) Amendment Rules, 2015 and he procedure to login to the e-Voting website
T
Regulation 44 of the SEBI (Listing Obligations and consists of two steps, as detailed hereunder.

54 Annual Report 2021-22

corporate overview statutory reports financial statements

NOTICE (Contd.)

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in
demat mode
Pursuant to SEBI circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated December 9, 2021 on “e-Voting
facility provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account
holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in
order to increase the efficiency of the voting process. Individual demat account holders would be able to cast
their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating
seamless authentication but also ease and convenience of participating in e-Voting process.
Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access
e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services

Shareholders holding website of NSDL. Open web browser by typing the following URL: https://eservices.
securities in demat nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of
mode with NSDL. e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is
available under “IDeAS” section. A new screen will open. You will have to enter your
User ID and Password. After successful authentication, you will be able to see e-Voting
services. Click on “Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on options available against company name or e-Voting
service provider - NSDL and you will be re-directed to NSDL e-Voting website for
casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter
your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/
OTP and a Verification Code as shown on the screen. After successful authentication,
you will be redirected to NSDL Depository site wherein you can see e-Voting page.
Click on options available against company name or e-Voting service provider - NSDL
and you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual 1. Existing users who have opted for Easi / Easiest, they can login through their user id
Shareholders holding and password. Option will be made available to reach e-Voting page without any further
securities in demat authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
mode with CDSL myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The
Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
3. 
If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the
demat Account. After successful authentication, user will be provided links for the
respective ESP i.e. NSDL where the e-Voting is in progress.

Tata Elxsi 55
NOTICE (Contd.)

Type of shareholders Login Method

Individual You can also login using the login credentials of your demat account through your Depository
Shareholders (holding Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to
securities in demat see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/
mode) login through CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
their depository Click on options available against company name or e-Voting service provider-NSDL and
participants you will be redirected to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and
Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
demat mode with NSDL
Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending
holding securities in a request at [email protected] or contact at 022- 23058738 or 022
demat mode with CDSL 23058542-43
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and
shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.
nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. 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 eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/
with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on
e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then your
user ID is IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is 12************** then your user ID
is 12**************
c) F
or Members holding shares in EVEN Number followed by Folio Number registered with the company
Physical Form. For example if folio number is 001*** and EVEN is 101456 then user ID
is 101456001***

56 Annual Report 2021-22

corporate overview statutory reports financial statements

NOTICE (Contd.)

5. 
Password details for shareholders other than your demat account number/folio number,
Individual shareholders are given below: your PAN, your name and your registered
a)  you are already registered for e-Voting,
If address etc.
then you can user your existing password to d) Members can also use the OTP (One Time
login and cast your vote. Password) based login for casting the votes
b) If
 you are using NSDL e-Voting system for the on the e-Voting system of NSDL.
first time, you will need to retrieve the ‘initial 7. 
After entering your password, tick on Agree
password’ which was communicated to you. to “Terms and Conditions” by selecting on the
Once you retrieve your ‘initial password’, check box.
you need to enter the ‘initial password’ and 8. Now, you will have to click on “Login” button.
the system will force you to change your
9. After you click on the “Login” button, Home page
password.
of e-Voting will open.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your
 Step 2: Cast your vote electronically and
demat account or with the company, join General Meeting on NSDL e-Voting
your ‘initial password’ is communicated system.
to you on your email ID. Trace the How to cast your vote electronically and join General
email sent to you from NSDL from your Meeting on NSDL e-Voting system?
mailbox. Open the email and open the
1. After successful login at Step 1, you will be able
attachment i.e. a .pdf file. Open the .pdf
to see all the companies “EVEN” in which you
file. The password to open the .pdf file is
are holding shares and whose voting cycle and
your 8 digit client ID for NSDL account,
General Meeting is in active status.
last 8 digits of client ID for CDSL
account or folio number for shares held 2. Select “EVEN” of company for which you wish

in physical form. The .pdf file contains to cast your vote during the remote e-Voting
your ‘User ID’ and your ‘initial password’. period and casting your vote during the General
Meeting. For joining virtual meeting, you need
(ii) If your email ID is not registered, please
to click on “VC/OAVM” link placed under “Join
follow steps mentioned below in process
General Meeting”.
for those shareholders whose email ids
are not registered 3. Now you are ready for e-Voting as the Voting

page opens.
6. If you are unable to retrieve or have not received
the “Initial password” or have forgotten your 4. Cast your vote by selecting appropriate options
password: i.e. assent or dissent, verify/modify the number
of shares for which you wish to cast your vote
a) Click on “Forgot User Details/Password?” (If
and click on “Submit” and also “Confirm” when
you are holding shares in your demat account
prompted.
with NSDL or CDSL) option available on
www.evoting.nsdl.com. 5. 
Upon confirmation, the message “Vote cast
successfully” will be displayed.
b) “Physical
 User Reset Password?” (If you
6. You can also take the printout of the votes cast
are holding shares in physical mode) option
by you by clicking on the print option on the
available on www.evoting.nsdl.com.
confirmation page.
c) If you are still unable to get the password

7. Once you confirm your vote on the resolution,

by aforesaid two options, you can send a
you will not be allowed to modify your vote.
request at [email protected] mentioning

Tata Elxsi 57
NOTICE (Contd.)

General Guidelines for shareholders 3. 

The Scrutinizer shall, immediately after the
1. 
Institutional shareholders (i.e. other than conclusion of voting at the AGM, first count
individuals, HUF, NRI etc.) are required to send the votes cast during the Meeting, thereafter,
scanned copy (PDF/ JPG Format) of the relevant unblock the votes cast through remote e-voting
Board Resolution/ Authority letter etc. with in the presence of at least two witnesses not in
attested specimen signature of the duly authorized the employment of the Company and make,
signatory(ies) who are authorized to vote, to the not later than 48 hours of conclusion of the
Scrutinizer by e-mail to [email protected] AGM, a consolidated Scrutinizer’s Report of the
with a copy marked to [email protected] total votes cast in favour or against, if any, to
the Chairman or a person authorised by him in
2. It is strongly recommended not to share your

writing, who shall countersign the same.
password with any other person and take utmost
care to keep your password confidential. Login 4. The result declared along with the Scrutinizer’s
to the e-voting website will be disabled upon Report shall be placed on the Company’s website
five unsuccessful attempts to key in the correct www.tataelxsi.com and on the website of NSDL
password. In such an event, you will need to go www.evoting.nsdl.com. The Company shall
through the “Forgot User Details/Password?” or simultaneously forward the results to National
“Physical User Reset Password?” option available Stock Exchange of India Limited and BSE Limited,
on www.evoting.nsdl.com to reset the password. where the shares of the Company are listed.
3. In case of any queries, you may refer the Frequently Process for registration of e-mail id for obtaining
Asked Questions (FAQs) for Shareholders and Annual Report and User ID/password for e-voting
e-voting user manual for Shareholders available and updation of bank account mandate for receipt
at the download section of www.evoting.nsdl.com of dividend:
or call on toll free no.: 1800-222-990 or send a i. Shareholders may register their e-mail address

request at [email protected] or PAN, if not registered with the Depositories
Other Instructions (for shares held in electronic form) / Company
(for shares held in physical form), on or before
1. The voting rights of Members shall be in

5:00 p.m. (IST) on Wednesday, June 15, 2022, to
proportion to their shares in the paid-up equity
receive the Notice to the AGM along with Annual
share capital of the Company as on the cut-off
Report 21-22, by completing the process as under:
date. A person, whose name is recorded in the
register of members or in the register of beneficial a. 
Visit the link https://tcpl.linkintime.co.in/
owners maintained by the depositories as on the EmailReg/email_register.html
cut-off date only shall be entitled to avail the b. Select “Tata Elxsi Limited” from the dropdown
facility of voting, either through remote e-voting c. Enter details in respective fields such as DP
or voting at the AGM through electronic voting ID and Client ID (if shares held in electronic
system or poll paper. form) / Folio no. and Certificate no. (if shares
2. Any person, who acquires shares of the Company held in physical form), Shareholder name,
and becomes a Member of the Company after PAN, mobile no. and e-mail id.
mailing of the Notice and holding shares as of the d. System will send OTP on mobile no. and

cut-off date, may obtain the login ID and password e-mail id.
by sending a request at [email protected].
e. 
Enter OTP received on mobile no. and
However, if he/she is already registered with NSDL
e-mail id.
for remote e-voting then he/she can use his/her
existing User ID and password for casting the It may be noted that the above registration is for
vote. the purpose of receiving communication related

58 Annual Report 2021-22

corporate overview statutory reports financial statements

NOTICE (Contd.)

to the AGM only. Members are requested to liaise Members who do not have the User ID and

with TSR Darashaw Consultants Private Limited Password for e-voting or have forgotten the
or their respective Depository Participants for User ID and Password may retrieve the same
updation of details. by following the remote e-voting instructions
ii. 
For updation of Bank details for shares held in mentioned in the Notice. Further Members can
physical form, please send a request to the Registrar also use the OTP based login for logging into the
and Share Transfer Agent of the Company at e-voting system of NSDL.
[email protected] in accordance with the 2. 
Facility of joining the AGM through VC / OAVM
KYC Forms available at https://www.tcplindia. shall open 30 minutes before the time scheduled
co.in > Investor Services > Downloads > Forms> for the AGM and will be available for Members on
Formats for KYC along with the Folio No, Name first come first served basis.
of the shareholder, scanned copy of the certificate 3. Members who need assistance before or during
(front and back), selfattested copy of the PAN the AGM, can contact NSDL on evoting@nsdl.
card, Aadhar and the following details: co.in, 1800-222-990 or Ms. Sarita Mote at
a) Name
 and Branch of the Bank in which you [email protected] / + 91 22 24994890 or write
wish to receive the dividend, to the Company at [email protected]
b) the Bank Account type, 4. Members who would like to express their views
c) Bank Account Number allotted by their
 or ask questions during the AGM may register
banks after implementation of Core Banking themselves as a speaker by sending their request
Solutions from their registered email address, mentioning
their name, DP ID and Client ID/folio number,
d) 9 digit MICR Code Number, and
PAN, mobile number at [email protected]
e) 11 digit IFSC Code between June 13, 2022, and June 15, 2022. The
f) a scanned copy of the cancelled cheque
 facility to express views/ask questions during the
bearing the name of the first shareholder AGM shall be restricted only to those members

For shares held in demat form - Please contact who have pre-registered themselves as speakers.
your Depository Participant (DP) and register The Company reserves the right to restrict the
your email address and bank account details in number of speakers depending on the availability
your demat account, as per the process advised of time for the AGM.
by your DP.

INSTRUCTIONS FOR MEMBERS ATTENDING THE

AGM THROUGH VC / OAVM : Bengaluru, April 20, 2022
1. Members
 will be able to attend the AGM through
VC / OAVM or view the live webcast of AGM Registered Office: By Order of the Board
provided by NSDL at https://www.evoting.nsdl.com ITPB Road, Whitefield,
by using their remote e-voting login credentials and Bengaluru - 560 048. Cauveri Sriram
selecting the EVEN 119800 for Company’s AGM. CIN: L85110KA1989PLC009968 Company Secretary

Tata Elxsi 59
NOTICE (Contd.)

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

The following Explanatory Statement pursuant to None of the Directors and Key Managerial Personnel
Section 102 of the Companies Act, 2013, sets out all of the Company and their relatives are concerned or
material facts relating to the business mentioned at interested, financially or otherwise, in the resolution
Item Nos. 4 and 5 of the accompanying Notice: set out in Item No. 4 of the accompanying Notice of
the 33rd AGM. Accordingly, the Board of Directors
Item No. 4 (Not Mandatory)
recommends aforesaid appointment to the members
At the Annual General Meeting (AGM) held on
for their approval by way of an Ordinary Resolution as
July 27, 2017, M/s BSR & Co. LLP, Chartered
set out in Item No. 4 of the accompanying Notice of
Accountants (Reg No.101248W/W-100022), were
the 33rd AGM.
appointed as the Statutory Auditors of the Company
for a period of five (5) years up to the conclusion of Item No. 5
33rd Annual General Meeting of the Company to be The Board of Directors, at its meeting held on
held in the year 2022. Accordingly, M/s BSR & Co, LLP April 24, 2019, had appointed Mr. Manoj Raghavan
retire at the conclusion of this AGM, pursuant to the as the CEO & Managing Director of the Company
provisions of Section 139 of the Companies Act, 2013. for a period of 3 years, from October 02, 2019, to
The Board of Directors of the Company, at October 01, 2022.
their meeting held on April 20, 2022, on the Subsequently, the Members at the Annual General
recommendation of the Audit Committee, have Meeting of the Company held on July 17, 2019,
approved the appointment of M/s BSR & Co. LLP, approved the appointment and terms of remuneration
Chartered Accountants (Registration No. 101248W/ of Mr. Manoj Raghavan as the CEO & Managing
W-100022), as the Statutory Auditors of the Company Director of the Company.
for a further period of 5 years from the conclusion
The Board of Directors of the Company, at its meeting
of this AGM till the conclusion of the 38th Annual
dated April 20, 2022, based on the recommendation
General Meeting (AGM) to be held in the year 2027,
of the Nomination and Remuneration committee and
subject to approval by the members, at an annual
subject to the approval of the Members, has approved
remuneration of Rs. 64 lakhs for the year ending March
the re-appointment of Mr. Manoj Raghavan as the CEO
31, 2023, plus out of pocket expenses and applicable
& Managing Director of the Company for a period of
taxes. The remuneration for the subsequent year(s)
5 years from October 02, 2022, to October 01, 2027.
of their term shall be determined based on the
A brief profile of Mr. Manoj Raghavan is as follows:
recommendation of the Audit Committee and as
mutually agreed between the Board of Directors of Mr. Manoj Raghavan has been the CEO & Managing
the Company and the Statutory Auditors. Director of Tata Elxsi since October 2019 and has over
Pursuant to Section 139 of the Companies Act, 2013 and 25 years of industry experience. Prior to taking over
the rules framed thereunder, the Company has received the role of CEO & MD, he served as the Executive Vice
written consent from BSR & Co. LLP and a certificate President and Head of the Embedded Product Design
that they satisfy the criteria provided under Section 141 (EPD) division, spearheading the sales, overall delivery.
of the Companies Act, 2013 and that the appointment, He joined Tata Elxsi Limited in 1997 as Regional
if made, shall be in accordance with the applicable Manager to set up and grow Japan operations.
provisions of the Act and rules framed thereunder. Subsequently, he was also responsible for developing
As required under the SEBI (Listing Obligations and the business in South Korea, Taiwan, Singapore and
Disclosure Requirements) Regulations, 2015, BSR China. More recently, Manoj was responsible for the
& Co. LLP have confirmed that they hold a valid North American business and helped grow the region
certificate issued by the Peer Review Board of ICAI. to become a top revenue earner for the company.

60 Annual Report 2021-22

corporate overview statutory reports financial statements

NOTICE (Contd.)

Mr. Manoj Raghavan holds a B.Tech in Metallurgical this shall include medical allowance, leave
Engineering from IIT Madras, an MBA from The travel concession / allowance and other
Indian Institute of Foreign Trade, New Delhi and has allowances / personal accident insurance /
completed the Advanced Management Program from club membership fees.
Harvard Business School. iv.
Contribution to Provident Fund,
The principal terms and conditions of re-appointment Superannuation Fund or Annuity Fund
of Mr. Manoj Raghavan including the terms of and Gratuity Fund as per the Rules of the
remuneration are given below: Company.
i. Nature of Duties: Subject to the supervision and v. Leave and encashment of unavailed leave as
control of the Board of Directors of the Company, per the Rules of the Company.
the CEO & Managing Director shall be in charge
v. Commission: In addition to Salary, Benefits,
of the affairs of the Company and exercise such
Perquisites and Allowances, the CEO & Managing
functions and powers as shall from time to time
Director would be paid such remuneration by
be entrusted to him by the Board of Directors.
way of Commission, calculated with reference
ii. Tenure of Appointment: From October 02, 2022, to the net profits of the Company in a particular
to October 01, 2027 financial year, as may be determined by the Board
iii. Remuneration: Basic Salary of Rs. 8,71,884 per of the Company subject to the overall ceilings
month, up to a maximum of Rs. 20,00,000 per stipulated in Section 197 of the Act. The specific
month with authority to the Board or Committee amount payable to the CEO&MD will be based
of Board, on the recommendation of the NRC, to on his performance as evaluated by the Board or
fix the salary within the above maximum amount the NRC and approved by the Board and will be
from time to time. The annual increments, which payable annually after the annual accounts have
will be effective April 01 each year, will be decided been approved by the Board.
by the Board, on the recommendation of NRC, vi. Minimum Remuneration: Notwithstanding anything
and will be merit-based and take into account the
to the contrary herein contained, where in any
Company’s overall performance.
financial year during the currency of the tenure of
iv. Benefits, Perquisites, and Allowances: the CEO & Managing Director, the Company has no
Details of Benefits, Perquisites, and Allowances profits or its profits are inadequate, the Company
are as follows: will pay Remuneration by way of salary, incentive
i. Rent-free residential accommodation remuneration and perquisites & allowances subject
(partly furnished or otherwise) with the to further approvals as may be required.
Company bearing the cost of repairs, vii. Termination: The appointment of the CEO &
maintenance, society charges and utilities Managing Director may be terminated either by
(e.g., gas, electricity, and water charges) the Company or the CEO & Managing Director by
for the said accommodation or house rent, giving six months’ notice or the Company paying
house maintenance and utility allowances six months remuneration in lieu of such notice.
aggregating 85% of the Basic Salary (in case The employment of the CEO & Managing Director
residential accommodation is not provided may be terminated by the Company without
by the Company).
notice or payment in lieu of notice if (i) he is
ii. Hospitalisation and major medical expenses, found guilty of any gross negligence, default or
Car facility and Telecommunication facility as misconduct with or affecting the business of the
per Rules of the Company. Company, its subsidiaries or associates, (ii) in the
iii. Other perquisites and allowances subject event of any serious or repeated or continuing
to a maximum of 55% of the Basic Salary; breach (after prior warning) or non-observance

Tata Elxsi 61
NOTICE (Contd.)

of any stipulations contained in the terms of his concerned directly or through his wife or minor
appointment, or (iii) in the event the Board losses children in any selling agency of the Company,
confidence in him. without prior approval as may be required.
viii. The terms and conditions of the said appointment xi. All Personnel Policies of the Company and
and/or agreement may be altered and varied the related Rules which are applicable to
from time to time by the Board as it may, in its other employees of the Company shall also
discretion, deem fit, within the maximum amount be applicable to the CEO & Managing Director,
payable to the CEO & Managing Director. unless specifically provided otherwise.
ix. If at any time the CEO & Managing Director ceases The Directors recommend the resolution at Item No.
to be the Managing Director of the Company for 5 of the accompanying Notice for approval of the
any cause whatsoever, he shall also cease to be a Members of the Company. None of the Directors, KMP
Director of the Company. and/or their relatives, except Mr. Manoj Raghavan
x. The CEO & Managing Director shall not be entitled and his relatives are concerned or interested in the
to supplement his earnings under the agreement resolution set forth in Item 5 of the Notice.
with any buying or selling commissions. He
shall not also become interested or otherwise

Details of Directors seeking appointment / re-appointment at the Annual General Meeting

Particulars Mr. Ankur Verma Mr. Manoj Raghavan

Date of Birth March 25, 1976 October 16, 1971
Date of appointment August 01, 2018 October 02, 2019
Qualifications B.E. in Mechanical Engineering; PGDM B. Tech, (Met.) IIT, Madras; MBA,
from IIM, Calcutta IIFT, New Delhi; Advanced
Management Program, Harvard
Business School
Expertise in specific functional Investment Banking, IT Industry and General
areas Capital Markets Corporate Strategy Management

Directorships held in other 1. Tata Teleservices (Maharashtra) Limited -

public companies (excluding 2. Tata Capital Housing Finance Limited
foreign companies and Section 8 3. Tata Teleservices Limited.
companies) 4. Tata Play Limited
5. Tata Autocomp Systems Limited
Memberships/Chairmanships Audit Committee -
of committees of other public 1. Tata Teleservices (Maharashtra) Limited
companies (Audit Committee 2. Tata Teleservices Limited
and Stakeholders’ Relationship 3. Tata Play Limited
Committee considered) 4. Tata Capital Housing Finance Limited
Number of shares held in the Nil 2,000
Company as on March 31, 2022
None of the Directors seeking re-appointment are related to any of the other Directors of the Company within the
meaning of the term “relative” as per section 2(77) of the Companies Act, 2013.

62 Annual Report 2021-22