Notice to the 34th Annual General Meeting

Notice is hereby given that the Thirty Fourth Annual the recommendation of the Audit Committee and the
General Meeting (‘AGM’) of Tata Elxsi Limited (‘the Board of Directors of the Company (hereinafter referred
Company’) will be held on Tuesday, July 04, 2023, at to as the ‘Board’, which term shall be deemed to
02:30 p.m. (IST), through Video Conferencing (‘VC’) include any Committee constituted/ empowered/ to be
or Other Audio Visual Means (‘OAVM’) to transact the constituted by the Board from time to time to exercise
following businesses: its powers conferred by this resolution), the approval of
the Members be and is hereby accorded to the Board to
ORDINARY BUSINESS enter into, contract(s)/ arrangement(s)/ transaction(s)
Item No. 1 - Adoption of the Audited Financial (whether by way of an individual transaction or in a series
Statements, Directors’ and the Statutory Auditors of transactions either taken together or otherwise) with
Report for the Financial Year ended March 31, 2023 Jaguar Land Rover Limited, UK (‘JLR’), a related party
within the meaning of Section 2(76) of the Act and
To consider and adopt the Audited Financial
Regulation 2(1)(zb) of the SEBI Listing Regulations, on
Statements of the Company for the Financial Year
such terms and conditions as may be agreed between
ended March 31, 2023, together with the Reports of
the Company and JLR and as may be deemed fit by
the Board of Directors and the Auditors thereon.
the Board, for an aggregate value of up to ` 600.00
Item No. 2 - Declaration of Final Dividend crores to be entered during  FY 2023-24, subject to
To declare a final dividend on equity shares for the such contract(s)/arrangement(s)/transaction(s) being
Financial Year 2022-23. carried out at arm’s length and in the ordinary course of
business of the Company.
Item No. 3 - Re-appointment of Mr. N Ganapathy
RESOLVED FURTHER THAT the Board hereinafter
Subramaniam (DIN: 07006215), who retires by
referred to as ‘Board’ which term shall be deemed
rotation
to include the Audit Committee of the Company and
To appoint a Director in place of Mr. N Ganapathy
any duly constituted/to be constituted Committee
Subramaniam (DIN: 07006215) who retires by rotation
of Directors thereof to exercise its powers including
and, being eligible, offers himself for re-appointment.
powers conferred under this resolution, be and is
hereby authorised, to do and perform all such acts,
SPECIAL BUSINESS
deeds, matters and things, as may be necessary,
Item No. 4 - Approval of Material Related Party including finalising the terms and conditions, methods
Transactions with Jaguar Land Rover Limited, UK and modes in respect thereof and finalising and
To consider and, if thought fit, to pass with or without executing necessary documents, including contract(s),
modification(s), the following resolution as an scheme(s), agreement(s) and such other documents,
Ordinary Resolution: file applications and make representations in respect
thereof and seek approval from relevant authorities,
“RESOLVED THAT pursuant to Section 188 of the
including Governmental/regulatory authorities, as
Companies Act, 2013 (‘the Act’) and all other applicable
applicable, in this regard and deal with any matters,
provisions under the Act, read with the Companies
take necessary steps as the Board may, in its absolute
(Meeting of Board and its Powers) Rules, 2014 (as
discretion deem necessary, desirable or expedient,
amended from time to time), Regulation 23(4) and
to give effect to this resolution and to settle any
other applicable provisions of the Securities and
question that may arise in this regard and incidental
Exchange Board of India (Listing Obligations and
thereto, without being required to seek any further
Disclosure Requirements) Regulations, 2015, (‘SEBI
consent or approval of the Members or otherwise to
Listing Regulations’) and the Company’s Policy on
the end and intent that the Members shall be deemed
dealing with Related Party Transaction(s), based on

58 Tata Elxsi 34th Annual Report 2022-23

 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notice to the 34th Annual General Meeting (Contd.)

to have given their approval thereto expressly by the the Special Business as appearing in Item No. 4
authority of this resolution. of the accompanying Notice, is considered to be
RESOLVED FURTHER THAT the Board, be and unavoidable by the Board and hence, forming part
is hereby authorised to delegate all or any of the of this Notice.
powers herein conferred, to any Director(s) including 3. The Explanatory Statement pursuant to Section
the Managing Director or Chief Financial Officer 102 of the Act setting out material facts
or Company Secretary or any other Officer(s)/ concerning the business under Item No. 4 of the
Authorised Representative(s) of the Company, Notice is annexed hereto. The relevant details,
to do all such acts and take such steps, as may be pursuant to Regulation 36(3) of the SEBI (Listing
considered necessary or expedient, to give effect to Obligations and Disclosure Requirements)
the aforesaid resolution.” Regulations, 2015 (“SEBI Listing Regulations”),
in respect of Directors seeking appointment/re-
By the Order of the Board appointment at this Annual General Meeting is
annexed.
4. 
Since this AGM is being held through VC /
Date: May 18, 2023 Cauveri Sriram OAVM pursuant to the MCA Circulars, physical
Place: Bangalore Company Secretary attendance of Members has been dispensed
with. Accordingly, the facility for appointment
of proxies by the Members will not be available
for this AGM. Hence, proxy form, attendance slip
NOTES: and route map are not annexed to this Notice.
1. 
In compliance with General Circular Nos. However, Institutional Investors and Corporate
14/2020 dated April 08, 2020, 17/2020 dated Members are entitled to appoint authorised
April 13, 2020, 20/2020 dated May 05, 2020, representatives to attend this AGM through VC
33/2020 dated September 28, 2020, 39/2020 / OAVM, participate thereat, and cast their votes
dated December 31, 2020, 10/2021 dated through e-voting.
June 23, 2021, 20/2021 dated December 08, 5. Institutional shareholders (i.e. investors other than
2021 and 10/2022 dated December 28, 2022 individuals, HUF, NRI etc.) intending to appoint
issued by the Ministry of Corporate Affairs authorised representative to participate and/
(“MCA”) (hereinafter collectively referred to or vote through e-voting, are requested to send
as “MCA Circulars”) and the provisions of the scanned copy of the certified true copy of Board
Companies Act, 2013 (“the Act”), SEBI (Listing Resolution/ Authority letter etc. to the Scrutinizer
Obligations and Disclosure Requirements) by e-mail to [email protected] with a
Regulations, 2015 (“SEBI Listing Regulations”), copy marked to [email protected]. Institutional
the 34th Annual General Meeting (“AGM”) of shareholders and Corporate Members may also
the Company is being held through VC / OAVM upload their Board Resolution / Power of Attorney
without the physical presence of Members at / Authority Letter etc. by clicking on “Upload
a common venue. The deemed venue for the Board Resolution / Authority Letter” displayed
34th AGM will be the Registered Office of the under “e-Voting” tab in their login.
Company – Tata Elxsi Limited, ITPB Road,
6. The Members may join the AGM in the VC / OAVM
Whitefield, Bangalore - 560048.
mode thirty minutes before the scheduled time of
2. 
As per the provisions of Clause 3.A.II. of the the commencement of the Meeting by following
General Circular No. 20/2020 dated May 05, 2020, the procedure mentioned in this Notice.

Tata Elxsi 34th Annual Report 2022-23 59

Notice to the 34th Annual General Meeting (Contd.)

7. Members attending the AGM through VC / OAVM as may be made available by the National
shall be counted for the purpose of reckoning the Securities Depository Limited (‘NSDL’) and
quorum under Section 103 of the Act. the Central Depository Services (India)
8. 
In line with the General Circular Nos. 20/2020 Limited (‘CDSL’) as of the close of business
dated May 05, 2020 and No. 02/2021 dated hours on Thursday, June 22, 2023.
January 13, 2021, and the relevant circulars b. 
To all Members in respect of shares held
issued by SEBI, the Notice of this AGM along in physical form after giving effect to valid
with the Annual Report 2022-23 is being sent transmission or transposition requests
only through electronic mode to those Members lodged with the Company as of the close of
whose e-mail addresses are registered with the business hours on Thursday, June 22, 2023.
Company/ Depositories/ RTA. For the physical 13. SEBI vide its notification dated January 25, 2022,
copy of Annual Report, the Members may send has mandated listed companies to issue securities
requests to the Company’s dedicated investor in dematerialised form only while processing
email-id: [email protected]. The Notice of service requests, viz., issue of duplicate securities
34th Annual General Meeting and Annual Report certificate; claim from unclaimed suspense
for FY 2022-23 is also available on the Company’s account; renewal/exchange of securities
website - www.tataelxsi.com, websites of the Stock certificate; endorsement; sub-division/splitting
Exchanges, i.e. BSE Limited and National Stock of securities certificate; consolidation of
Exchange of India Limited at www.bseindia.com securities certificates/folios; transmission and
and www.nseindia.com respectively and on the transposition. Further, as per Regulation 40 of
website of NSDL https://www.evoting.nsdl.com. SEBI Listing Regulations, as amended, securities
9. 
Members desirous of seeking information of listed companies can be transferred only in
regarding Accounts of the Company are requested dematerialised form with effect from April 01,
2019. In view of the same and to eliminate all
to send their queries to [email protected] on
risks associated with physical shares and avail
or before June 26, 2023.
various benefits of dematerialisation, Members
10. In the case of joint holders, the Member whose
are advised to dematerialise the shares held by
name appears as the first holder in the order of
them in physical form. Members can contact
names as per the Register of Members of the
the Company or M/s. TSR Consultants Private
Company will be entitled to vote at the AGM Limited (‘RTA’), for assistance in this regard.
through e-voting.
14. 
The Securities and Exchange Board of India
11. 
The Register of Members and Share Transfer (‘SEBI’) has mandated the submission of
Books of the Company will remain closed from Permanent Account Number (‘PAN’) by every
Friday, June 23, 2023 to Tuesday, July 04, participant in the securities market. Members
2023 (both dates inclusive) to determine the holding shares in electronic form are, therefore,
shareholders entitled to receive the Final Dividend requested to submit their PAN to the Depository
as recommended by the Board of Directors for Participant with whom they are maintaining their
the year ended March 31, 2023. demat account.
12. If the dividend, as recommended by the Board of 15. The Securities and Exchange Board of India, vide
Directors, is approved at this AGM, payment of its circulars dated November 03, 2021, December
such dividend will be made as under: 14, 2021 and March 16, 2023, has mandated the
a. To all Beneficial Owners in respect of shares furnishing of PAN, address with PIN code, e-mail
held in dematerialised form as per the data address, mobile number, bank account details,

60 Tata Elxsi 34th Annual Report 2022-23

 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notice to the 34th Annual General Meeting (Contd.)

specimen signature and nomination by holders 17. The Central Board of Direct Taxes (‘CBDT’) has
of physical securities. Further, if any ONE of the mandated linking PAN & Aadhar. In this regard,
cited documents / details as enunciated in the Members are requested to link their PAN with
said circulars is NOT registered with Company / Aadhar on or before June 30, 2023, being the
RTA, within September 30, 2023, such physical last date specified by CBDT for linking PAN and
folios shall be frozen by the Company / Registrar Aadhar. The securities held in physical folios that
and Share Transfer Agent of the Company have no PAN registered against the same/ have
(RTA). Members holding shares in physical mode invalid PAN / have PAN not linked with Aadhar,
are requested to update their PAN, KYC and as on the notified cut-off date of September 30,
Nomination details with the Company / the RTA 2023, or any other date specified, shall also be
of the Company on or before September 30, 2023 frozen.
to keep their folio compliant. The formats for 18. 
Members are requested to intimate changes,
Updation of PAN, KYC and Nomination details in if any, pertaining to their name, postal address,
accordance with the above referred SEBI circular email address, telephone / mobile numbers,
are available on the Company’s website at Permanent Account Number (‘PAN’), mandates,
www.tataelxsi.com or https://www.tcplindia.co.in nominations, power of attorney, bank details
> Investor Services > Downloads > KYC. The duly such as the name of the bank and branch details,
filled-in Forms along with supporting documents bank account number, MICR code, IFSC code,
may be sent to the RTA at their address - TSR etc., to their DPs, in case they hold the shares in
Consultants Private Limited, C-101, 1st Floor, 247 electronic form and to the Company’s Registrars
Park, Lal Bahadur Shastri Marg, Vikhroli (West), and Transfer Agents, TSR Consultants Private
Mumbai – 400083. Members may submit the Limited for shares held in physical form, with
duly filled complete set of scanned documents relevant documents, by following the instructions
with e-sign* through e-mail. Please note that given under S.no. 15 of the Notes.
documents received only from the registered Manner of registration of e-mail address to
19. 
e-mail address of the shareholders will be receive the Annual Report for FY 2022-23
considered. The documents received from e-mail including AGM Notice:
address of brokers and third parties will not be In terms of MCA Circulars, as a one time measure
entertained. Alternatively, Members may upload for the purpose of the 34th AGM, the Eligible
the documents on the website of the RTA. Members, whose e-mail addresses are not

*e-Sign is an integrated service which facilitates registered with the Company / DP and who wish
issuing a Digital Signature Certificate and to receive the Annual Report along with the
performing signing of requested data by e-sign AGM Notice electronically and to cast the vote
user. You may approach any of the empanelled electronically, may register their e-mail addresses
e-sign Service providers available on on or before 06:00 p.m. (IST) on Saturday,
https://cca.gov.in/ for the purpose of obtaining June 24, 2023, pursuant to which such Member
e-sign. shall receive the Notice of this AGM along with
the Annual Report for FY 2022-23 and the
16. Effective January 01, 2022, Grievance Redressal /
procedure for remote e-Voting along with the
Service Requests can be availed with the RTA only
login ID and password for remote e-Voting. In this
after the required documents / complete data as
regard, Members may refer and follow the below
mandated are furnished for physical folios.
mentioned steps:

Tata Elxsi 34th Annual Report 2022-23 61

Notice to the 34th Annual General Meeting (Contd.)

a. Visit https://tcpl.linkintime.co.in/EmailReg/ 21. Pursuant to Finance Act, 2020, dividend income

email_register.html will be taxable in the hands of shareholders w.e.f.
b. Select the name of the Company – Tata Elxsi April 01, 2020, and the Company is required
Ltd from dropdown. to deduct tax at source from dividend paid
to shareholders at the prescribed rates. For
c. Enter details in respective fields such as DP
the prescribed rates for various categories,
ID and Client ID (if you hold the shares in
the shareholders are requested to refer to the
demat form)/ Folio no. and Certificate no. (if
Finance Act, 2020 and amendments thereof.
shares are held in physical form), Name of
the Shareholder, PAN details, mobile number The shareholders are requested to update their
and e-mail ID. PAN with the Company/ TSR Consultants Private
Limited (in case of shares held in physical mode)
d. System will send OTP on mobile number and
and Depositories (in case of shares held in demat
e-mail ID.
mode).
e. Enter OTP received on mobile number and
22. A Resident individual shareholder with PAN and
e-mail ID and submit.
who is not liable to pay income tax may submit

After successful submission of the e-mail a yearly declaration in Form No. 15G/15H, to avail
address, NSDL will email a copy of the Notice of the benefit of non-deduction of tax at source, by
this AGM along with the Annual Report 2022-23 email to [email protected]
as also the remote e-Voting user ID and password
by 06.00 P.M. (IST), June 22, 2023. Shareholders
on the e-mail address registered by the Member.
are requested to note that in case their PAN is not
In case of any queries, Members may write to
registered, the tax will be deducted at a higher
[email protected] or [email protected].
rate of 20%.
20. 
Members who have not claimed/received
Non-resident shareholders can avail beneficial
their dividend paid by the Company in respect
rates under the tax treaty between India and
of earlier years are requested to write to the
their country of residence, subject to providing
Company’s Registrar and Share Transfer Agent,
necessary documents, i.e. No Permanent
TSR Consultants Private Limited. Members are
Establishment and Beneficial Ownership
requested to note that in terms of Section 125 of
Declaration, Tax Residency Certificate, Form
the Companies Act, 2013, any dividend unpaid/
10F, any other document which may be required
unclaimed for a period of 7 years from the date
to avail the tax treaty benefits by sending an
these first became due for payment is to be
email to [email protected]. The
transferred to the Central Government to the
aforesaid declarations and documents need to
credit of the Investor Education & Protection
be submitted by the shareholders by 06.00 P.M.
Fund (‘IEPF’). The details of the unclaimed
(IST), June 22, 2023. For detailed instructions
dividends and the underlying shares that are
and formats of the Forms and documents to
liable to be transferred to IEPF are also available
be submitted, please visit www.tataelxsi.com/
at the Company’s website - www.tataelxsi.com.
investors/corporate-announcements.
In view of this, members/claimants are requested
to claim their dividends from the Company, Members are requested to follow the below steps
23. 
within the stipulated timeline. The Members for updation of mandate for receiving dividend
whose unclaimed dividends/ shares have been directly in bank account through Electronic
transferred to IEPF may claim the same by Clearing System or any other means in a timely
making an application to the IEPF Authority, in manner:
Form No. IEPF-5 as available on www.iepf.gov.in. Shares held in physical form: Members are


62 Tata Elxsi 34th Annual Report 2022-23

 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notice to the 34th Annual General Meeting (Contd.)

requested to send the following details/ VOTING THROUGH ELECTRONIC MEANS

documents to the Registrar and Share Transfer 1. 
In compliance with provisions of Section 108
Agent (‘RTA’), viz. TSR Consultants Private of the Companies Act, 2013, Rule 20 of the
Limited, (formerly TSR Darashaw Consultants Companies (Management and Administration)
Private Limited) at C-101, 1st Floor, 247 Park, Rules, 2014 as amended by the Companies
Lal Bahadur Shastri Marg, Vikhroli (West),
(Management and Administration) Amendment
Mumbai - 400 083:
Rules, 2015, the General Circulars issued by the
a. Form ISR-1 along with supporting documents. Ministry of Corporate Affairs dated April 08, 2020,
The said form is available on the Company’s April 13, 2020 and May 05, 2020 and Regulation
website at www.tataelxsi.com or https:// 44 of the SEBI (Listing Obligations and Disclosure
www.tcplindia.co.in > Investor Services > Requirements) Regulations, 2015 the Company is
Downloads > KYC. pleased to provide Members the facility to exercise
b. Form ISR-2 along with Cancelled cheque in their right to vote on resolutions proposed to be
original, bearing the name of the Member or considered at the Annual General Meeting (‘AGM’)
first holder, in case shares are held jointly. by electronic means (by using the electronic
For further details, Members are requested to voting system provided by NSDL) either by:
refer to process detailed on www.tataelxsi.com. (i) remote e-Voting prior to the AGM or
Shares held in electronic form: Members holding
 (ii) e-Voting during the AGM.
shares in electronic form may please note that their
2. The remote e-Voting period (for e-Voting prior
bank details, as furnished by the respective DPs to
to the AGM) commences on Friday, June 30,
the Company will be considered for remittance of
2023, at 09:00 A.M. (IST) and ends on Monday,
dividend as per the applicable regulations of the
DPs and the Company will not be able to accede July 03, 2023, at 05:00 P.M. (IST). The remote
to any direct request from such Members for e-Voting module shall be disabled by NSDL for
change/ addition/deletion in such bank details. voting thereafter. The Members of the Company,
holding shares either in physical form or in
Further, please note that instructions, if any,
dematerialised form, as on the cut-off date of
already given by Members in respect of shares
Tuesday, June 27, 2023, may cast their vote by
held in physical form, will not be automatically
remote e-Voting. The voting right of Members
applicable to the dividend paid on shares held
in electronic form. For Members who are unable shall be in proportion to their share in the paid-
to receive the dividend directly in their bank up equity share capital of the Company as on the
account through Electronic Clearing Service or cut-off date, being Tuesday, June 27, 2023. Once
any other means, due to non-registration of the the vote on a resolution is cast by the Member,
Electronic Bank Mandate, the Company shall the Member shall not be allowed to change it
dispatch the Warrant/Bankers’ Cheque/Demand subsequently or cast a vote again.
Draft through postal or courier services. 3. The Board of Directors has appointed Mr. V Madan,
24. Electronic copies of all the documents referred to Practicing Company Secretary (CP 21778)
in the accompanying Notice of the AGM and the or failing him Mrs. Jayashree Parthasarathy,
Explanatory Statement shall be made available Practicing Company Secretary (CP 1988), who
for inspection. Members desiring inspection of are not in the employment of the Company, as
statutory registers and other relevant documents the Scrutinizer to scrutinize the voting at the
may send their request in writing to the Company AGM and remote e-Voting process in a fair and
at [email protected]. transparent manner.

Tata Elxsi 34th Annual Report 2022-23 63

Notice to the 34th Annual General Meeting (Contd.)

4. The facility for e-Voting shall also be made available during the AGM, and Members attending the AGM
through VC / OAVM, who have not already cast their vote by remote e-Voting, may exercise their right to
vote during the AGM through the NSDL portal.
5. The Members who have cast their vote by remote e-Voting prior to the AGM may also participate in the AGM
through VC / OAVM but shall not be entitled to cast their vote through e-Voting again.
6. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of
the Notice and holding shares as of the cut-off date i.e. Tuesday, June 27, 2023 may obtain the login ID and
password by sending a request at [email protected].
The procedure to login to e-voting is detailed hereunder.

STEP 1: ACCESSING THE 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 09, 2020 captioned
“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.

Type of shareholders Login Method

Individual If the user is registered for NSDL IDeAS facility:
Shareholders holding 1. Existing IDeAS user can visit the e-Services website of NSDL viz. https://
securities in demat eservices.nsdl.com either on a Personal Computer or on a mobile.
mode with NSDL.
2.  On the e-Services home page click on the “Beneficial Owner” icon under
“Login” which is available under ‘IDeAS’ section, this will prompt you to enter
your existing User ID and Password.
3. After successful authentication, you will be able to see e-Voting services under
Value added services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page.
4. Click on company name or e-Voting service provider i.e. NSDL and you will
be re-directed to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
If the user is not registered for NSDL IDeAS facility:
If you are 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

64 Tata Elxsi 34th Annual Report 2022-23

 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notice to the 34th Annual General Meeting (Contd.)

Type of shareholders Login Method

Voting and participating directly through the NSDL portal:
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 (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP and a Verification
Code as shown on the screen.
4. After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page.
5. Click on company name or e-Voting service provider i.e. 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.
6. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
facility by scanning the QR code mentioned below for seamless voting
experience.

Individual If the user is registered for CDSL’s Easi / Easiest facility:

Shareholders holding 1. Users who have opted for CDSL Easi / Easiest facility, can login through their
securities in demat existing user id and password. Option will be made available to reach e-Voting
mode with CDSL page without any further authentication.
2. The users are requested to visit CDSL website - www.cdslindia.com and click
on login icon & New System Myeasi Tab and then use your existing my easi
username & password.
3. After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the e-Voting is in progress as per the
information provided by Company.
4. On clicking the e-Voting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
5. Additionally, there are also links provided to access the system of all e-Voting
Service Providers, so that the user can visit the e-Voting service providers’
website directly.

Tata Elxsi 34th Annual Report 2022-23 65

Notice to the 34th Annual General Meeting (Contd.)

Type of shareholders Login Method

If the user is not registered for CDSL’s Easi / Easiest facility:
If the user is not registered for Easi/Easiest, option to register is available at CDSL
website - www.cdslindia.com and click on login & New System Myeasi Tab and then
click on registration option.

Voting directly through the CDSL portal:

1. 
Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from e-Voting link available on
www.cdslindia.com home page.
2. The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account.
3. After successful authentication, user will be able to see the e-Voting option
where the e-Voting is in progress and also able to directly access the system of
all e-Voting Service Providers.
Individual 1. You can also login using the login credentials of your demat account through
Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting facility.
(holding securities 2. Upon logging in, you will be able to see e-Voting option. Click on e-Voting
in demat mode) option, you will be redirected to NSDL/CDSL Depository site after successful
login through authentication, wherein you can see e-Voting feature.
their depository
3. Click on company name or e-Voting service provider i.e. NSDL and you will be
participants
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 above-mentioned 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
holding securities in a request at [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000
demat mode with NSDL
Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending a
holding securities in request at [email protected] or contact at toll free no. 1800 22 55 33
demat mode with CDSL
B. Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders
holding securities in demat mode and shareholders holding securities in physical mode
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.

66 Tata Elxsi 34th Annual Report 2022-23

 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notice to the 34th Annual General Meeting (Contd.)

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 (NSDL Your User ID is:

or CDSL) or Physical
a. For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
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 demat 16 Digit Beneficiary ID
account with CDSL For example if your Beneficiary ID is 12************** then
your user ID is 12**************
c. For Members holding shares in Physical EVEN Number followed by Folio Number registered with
Form the Company
For example if folio number is 001*** and EVEN is 101456
then user ID is 101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a. If you are already registered for e-Voting, then you can user your existing password to login and
cast your vote.
b. 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.
c. How to retrieve your ‘initial password’?
i. If your email ID is registered in your demat account or with the Company, your ‘initial password’
is communicated to you on your email ID. Trace the email sent to you from NSDL from your
mailbox. Open the email 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’.
ii. If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered.
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a. 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.
b. “Physical User Reset Password?” (If you are holding shares in physical mode) option available on

www.evoting.nsdl.com.
c. 
If you are still unable to get the password by aforesaid two options, you can send a request at
[email protected] mentioning your demat account number/folio number, your PAN, your name and
your registered address etc.

Tata Elxsi 34th Annual Report 2022-23 67

Notice to the 34th Annual General Meeting (Contd.)

d. Members can also use the OTP (One Time etc. who are authorised to vote, to the Scrutinizer
Password) based login for casting the votes by e-mail to [email protected] with a copy
on the e-Voting system of NSDL. marked to [email protected].
7. 
After entering your password, tick on Agree 2. 
It is strongly recommended not to share your
to “Terms and Conditions” by selecting on the password with any other person and take utmost
check box. care to keep your password confidential. Login
8. Now, you will have to click on “Login” button. to the e-Voting website will be disabled upon
five unsuccessful attempts to key in the correct
9. After you click on the “Login” button, Home page
password. In such an event, you will need to go
of e-Voting will open.
through the “Forgot User Details/Password?” or
Step 2: Cast your vote electronically and join General “Physical User Reset Password?” option available
Meeting on NSDL e-Voting system on www.evoting.nsdl.com to reset the password.
1. After successful login at Step 1, you will be able 3. In case of any queries, you may refer the Frequently
to see all the companies “EVEN” in which you Asked Questions (FAQs) for Shareholders and
are holding shares and whose voting cycle and e-Voting user manual for Shareholders available
General Meeting is in active status. at the download section of www.evoting.nsdl.com
For joining the virtual meeting, you need to click
2.  or call on toll free no.: 1800-222-990 or send a
on “VC/OAVM” link placed under “Join Meeting”. request at [email protected].
Select “EVEN” of Tata Elxsi Limited - 124062
3. 
(EVEN) for which you wish to cast your vote OTHER INSTRUCTIONS
during the remote e-Voting period or casting 1. 
The voting rights of Members shall be in
your vote during the General Meeting. proportion to their shares in the paid-up equity
4. 
Now you are ready for e-Voting as the Voting share capital of the Company as on the cut-off
page opens. date i.e. Tuesday, June 27, 2023. A person, whose
name is recorded in the register of members or in
5. Cast your vote by selecting appropriate options
the register of beneficial owners maintained by
i.e. assent or dissent, verify/modify the number
the depositories as on the cut-off date only shall
of shares for which you wish to cast your vote
be entitled to avail the facility of voting, either
and click on “Submit” and also “Confirm” when
through remote e-Voting or voting at the AGM
prompted.
through electronic voting system or poll paper.
6. 
Upon confirmation, the message “Vote cast
2. 
Any person, who acquires shares of the
successfully” will be displayed.
Company and becomes a Member of the
7. You can also take the printout of the votes cast Company after mailing of the Notice and holding
by you by clicking on the print option on the shares as of the cut-off date, may obtain the
confirmation page. login ID and password by sending a request at
8. Once you confirm your vote on the resolution, [email protected]. However, if the Member is
you will not be allowed to modify your vote. already registered with NSDL for remote e-Voting
then the Member can use his/her existing User ID
GENERAL GUIDELINES FOR MEMBERS and password for casting the vote.
1. Institutional shareholders and Corporate Members 3. 
The Scrutinizer shall, immediately after the
(i.e. other than individuals, HUF, NRI etc.) are conclusion of voting at the AGM, first count
requested to send scanned copy (PDF/ JPG Format) the votes cast during the Meeting, thereafter,
of the relevant Board Resolution/ Authority letter unblock the votes cast through remote e-Voting

68 Tata Elxsi 34th Annual Report 2022-23

 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notice to the 34th Annual General Meeting (Contd.)

in the presence of at least two witnesses not also use the OTP based login for logging into the
in the employment of the Company and make, e-Voting system of NSDL.
not later than 48 hours of conclusion of the 2. 
Members are encouraged to join the Meeting
AGM, a consolidated Scrutinizer’s Report of the through Laptops for better experience. Members
total votes cast in favour or against, if any, to will be required to allow Camera and use Internet
the Chairman or a person authorised by him in with a good speed to avoid any disturbance
writing, who shall countersign the same. during the meeting.
4. The result declared along with the Scrutinizer’s 3. 
Please note that participants connecting from
Report shall be placed on the Company’s website Mobile Devices or Tablets or through Laptop
www.tataelxsi.com and on the website of NSDL connecting via Mobile Hotspot may experience
www.evoting.nsdl.com. The Company shall Audio/Video loss due to fluctuation in their
simultaneously forward the results to National respective network. It is therefore recommended
Stock Exchange of India Limited and BSE Limited, to use Stable Wi-Fi or LAN Connection to mitigate
where the shares of the Company are listed. any kind of aforesaid glitches.

INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON 4. Members who need assistance before or during
THE DAY OF THE AGM: the AGM can contact NSDL at [email protected],
1800-222-990 or Ms. Sarita Mote at saritam@
1. The procedure for e-Voting on the day of the AGM
nsdl.co.in / + 91 22 24994890 or write to the
is same as the instructions mentioned above for
Company at [email protected].
remote e-Voting.
5. Members who would like to express their views
2. 
Only those Members who are present in the
or ask questions during the AGM may register
AGM through VC/OAVM facility and have not
themselves as a speaker by sending their request
casted their vote on the Resolutions through
from their registered email address, mentioning
remote e-Voting and are otherwise not barred
their name, DP ID and Client ID/folio number,
from doing so, shall be eligible to vote through
PAN, mobile number at [email protected]
e-Voting system in the AGM.
between June 22, 2023, and June 24, 2023. The
3. Members who have voted through remote e-Voting facility to express views/ask questions during the
will be eligible to attend the AGM. However, they AGM shall be restricted only to those Members
will not be eligible to vote at the AGM. who have pre-registered themselves as speakers.
The Company reserves the right to restrict the
INSTRUCTIONS FOR MEMBERS ATTENDING THE
number of speakers depending on the availability
AGM THROUGH VC / OAVM:
of time for the AGM.
1. Members will be able to attend the AGM through
VC / OAVM or view the live webcast of the AGM
provided by NSDL at https://www.evoting.nsdl.com By the Order of the Board
by using their remote e-Voting login credentials
and selecting the EVEN - 124062 for Company’s Date: May 18, 2023 Cauveri Sriram
AGM. Place: Bangalore Company Secretary
Members who do not have the User ID and
Password for e-Voting or have forgotten the Registered Office:
User ID and Password may retrieve the same ITPB Road, Whitefield,
by following the remote e-Voting instructions Bengaluru - 560 048.
mentioned in the Notice. Further, Members can CIN: L85110KA1989PLC009968

Tata Elxsi 34th Annual Report 2022-23 69

Notice to the 34th Annual General Meeting (Contd.)

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

Item No. 3

Disclosure on appointment / re-appointment of Director pursuant to Clause 1.2.5 of Secretarial Standards-2

and Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name N Ganapathy Subramaniam

DIN 07006215
Date of Birth (Age) May 20, 1959 (63)
Date of appointment on the Board (Initial) November 01, 2014
Qualification M.Sc (Mathematics)
Brief resume Please refer to the Corporate Governance Report Section
of the Annual Report for details on the brief profile of Mr. N
Ganapathy Subramaniam.
Expertise in specific functional areas IT Industry and General Management
Terms and Conditions of re-appointment Proposed to be re-appointed as Non-Executive
Non-Independent Director, liable to retire by rotation.
Shareholding in Tata Elxsi Limited Nil
Relationship with Directors / KMP of No inter-se relationship with Directors and KMP’s of Tata Elxsi
Tata Elxsi Limited Limited.
Attendance at Board Meetings during Number of meetings held Number of meetings
FY 2022-23 attended
5 4
Remuneration drawn for FY 2022-23 `325,000 (Sitting fees paid for attending the Board and
Committee Meetings)
Details of remuneration sought to be paid Mr. N Ganapathy Subramaniam shall be paid sitting fees for
attending the Board and Committee meetings.
Directorship, Committee Chairmanship / Directorship:
Membership in other public companies • Tata Consultancy Services Limited
• Tata Communications Limited
• Tejas Networks Limited
Committee Membership:
Tata Consultancy Services Limited
• Member – Risk Management Committee
• Member – CSR Committee
Tejas Networks Limited
• Member - Nomination and Remuneration Committee
Details of listed companies from which the Nil
appointee has resigned during the last three
financial years

70 Tata Elxsi 34th Annual Report 2022-23

 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notice to the 34th Annual General Meeting (Contd.)

Item No. 4
Section 188 of the Companies Act, 2013 and the applicable Rules framed thereunder read with Regulation 23
of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015,
provide that transactions with Related Parties where the aggregate value of transaction(s) amounts to 10% or
more of the annual turnover of the Company as per last audited financial statements of the Company shall be
considered material and will require prior approval of shareholders through ordinary resolution.
Accordingly, transaction(s) with Jaguar Land Rover Limited (“JLR”) comes within the purview of Related Party
Transaction(s) in terms of provisions of the Act, applicable Rules framed thereunder read with the Listing
Regulations.
The Board is of the opinion that the Resolution stated in the accompanying Notice is in the best interest of the
Company and its Members and, hence, recommends the Resolution for approval by the Members of the Company.

Disclosure on approval of Material Related Party Transactions pursuant SEBI Circular SEBI/HO/CFD/CMD1/
CIR/P/2021/662 dated November 22, 2021 and Rule 15 of Companies (Meeting of Board and its Powers)
Rules, 2014

Summary of information provided by the Please refer below for the summary of information provided by the
Management to the Audit Committee Management to the Audit Committee on the proposed RPT with JLR.
on the proposed RPT with JLR
Name of the related party Jaguar Land Rover Limited, UK
Name of the director or key managerial None of the Directors, Key Managerial Personnel (‘KMP’) or their
personnel who is related, if any and respective relatives are, in any way, concerned or interested, financially
nature of relationship or otherwise, except as shareholders in general in the said resolution.
Nature of relationship Tata Sons Private Limited, the promoter of Tata Elxsi Limited (‘the
Company’), holds equity shares of more than twenty percent in Tata
Motors Limited, making Tata Motors Limited as a member of the
Promoter Group of Tata Elxsi pursuant to Regulation 2(1)(pp) of SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018
(as amended). Further, Tata Motors is also classified as an Associate
Company of Tata Sons Private Limited.
Jaguar Land Rover Limited, UK (‘JLR’) is a wholly owned subsidiary
of Tata Motors Limited. Tata Motors exercises control over JLR by
the virtue of its shareholding. Jaguar Land Rover Limited, UK is a
related party to Tata Elxsi within the meaning of Section 2(76) of
the Companies Act, 2013 (‘the Act’) read with Regulation 2(1)(zb) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations’), considering its association with the
promoter group member and related party, Tata Motors Limited.

Tata Elxsi 34th Annual Report 2022-23 71

Notice to the 34th Annual General Meeting (Contd.)

Nature, material terms, monetary Tata Elxsi partners with JLR as the R & D Centre for their various new
value and particulars of contracts or vehicle programmes and provides niche product design expertise and
arrangement engineering services in the areas of mechanical, electronics and software
development and complete vehicle programme management. The
aggregate value of the transactions proposed to be entered into with
JLR for FY 2023-24 is upto `600 crores, which is likely to exceed the
limits given under Regulation 23 of SEBI Listing Regulations and Rule
15 of the Companies (Meetings of Board and its Powers) Rules, 2014.
The transactions under consideration, to be entered into by the
Company with JLR for the above period is in the ordinary course of
business and at arm’s length basis.
Value of the transaction Upto `600 crores.
Justification for why the proposed Please refer to the details provided in the Explanatory Statement
transaction is in the interest of the listed annexed to the Notice.
entity
Where the transaction relates to Not Applicable
any loans, inter-corporate deposits,
advances or investments made or given
by the listed entity or its subsidiary, the
details of the same
Details of reliance on valuation report Not Applicable
or external report

72 Tata Elxsi 34th Annual Report 2022-23