Last checked at 23 Sep 2022 07:00
September 22, 2022
London Stock Exchange London |
Dear Sir(s), Madam,
Subject: Intimation of the schemes of amalgamation involving Tata Steel Limited ('Company'/ 'TSL'), the identified transferor companies and their respective shareholders
In compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") issued by the Securities and Exchange Board of India ("SEBI") read with SEBI CircularNo. CIR/CFD/CMD/4/2015 dated September 9, 2015, we wish to inform you that the Board of Directors of the Company ("Board") at its meeting held today i.e. September 22, 2022, inter alia, considered and approved the following Seven (7) Schemes of Amalgamation of:
1. Tata Steel Long Products Limited ('TSLP-Transferor Company') into and with its parent company, Tata Steel Limited ('Transferee Company').
2. The Tinplate Company of India Limited ('TCIL-Transferor Company') into and with its parent company, Tata Steel Limited ('Transferee Company').
3. Tata Metaliks Limited ('TML-Transferor Company') into and with its parent company, Tata Steel Limited ('Transferee Company').
4. TRF Limited ('TRF-Transferor Company') into and with Tata Steel Limited ('Transferee Company').
5. The Indian Steel & Wire Products Limited ('ISWP-Transferor Company') into and with its parent company, Tata Steel Limited ('Transferee Company').
6. Tata Steel Mining Limited ('TSML-Transferor Company') into and with its parent company, Tata Steel Limited ('Transferee Company'); and
7. S & T Mining Company Limited ('S & T Mining-Transferor Company') into and with its parent company, Tata Steel Limited ('Transferee Company')
(hereinafter individually referred to as 'the Scheme')
Each Scheme referred to above will be implemented in terms of Sections 230 to 232 of the Companies Act, 2013 ("Companies Act") read with the rules made thereunder, Section 2(1B) and other applicable provisions of the Income-tax Act, 1961 and other applicable laws including the SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 datedNovember 23, 2021 and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, each as amended from time to time ('SEBI Circulars').
Each Scheme was reviewed and recommended to the Board by the Committee of Independent Directors and the Audit Committee of the Company.
Each Scheme is subject to the receipt of approval from the (a) requisite majority of the shareholders of the respective Transferor Companies and Transferee Company; (b) Competent Authority (as defined in each of the Schemes), (c) SEBI (d) The National Stock Exchange of India Limited and the BSE Limited (hereinafter collectively referred to as "Stock Exchanges"); and(e) such other approvals, permissions and sanctions of regulatory and other statutory or governmental authorities / quasi-judicial authorities, as may be necessary as per applicable laws.
Each Scheme along with the related documents/certificates will be submitted to the Stock Exchanges, as per the provisions of Regulation 37 of the Listing Regulations read with the SEBI Circulars, wherever required.
Pursuant to Regulation 30 of the Listing Regulations, details in respect of each of the Schemes are enclosed herewith as Annexure I-A to Annexure I-G.
http://www.rns-pdf.londonstockexchange.com/rns/3792A_1-2022-9-22.pdf
This is for your information and records.