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Notice of the Meeting of the Equity Shareholders of Tata Steel BSL Limited (Formerly Known As ‘Bhushan 1

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Notice of the Meeting of the Equity Shareholders of Tata Steel BSL Limited (Formerly Known As ‘Bhushan 1 Tata Steel BSL Limited (Formerly known as Bhushan Steel Limited) Regd. Office: Ground Floor, Mira Corporate Suites, Plot No. 1&2, Ishwar Nagar, Mathura Road, New Delhi – 110 065. Corporate Identification No. (CIN): L74899DL1983PLC014942; Tel: +91-11-3919 4000; Fax: +91-11-4101 0050; E-mail: [email protected]; Website: www.tatasteelbsl.co.in MEETING OF THE EQUITY SHAREHOLDERS OF TATA STEEL BSL LIMITED (FORMERLY KNOWN AS 'BHUSHAN STEEL LIMITED') CONVENED PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH NOTICE TO EQUITY SHAREHOLDERS Day Friday Date March 26, 2021 Time 3:00 p.m. (IST) In view of the extraordinary circumstances prevailing in the country due to the COVID-19 pandemic, the Hon’ble National Company Law Tribunal, Mumbai Bench has directed that Mode of Meeting the meeting of the Equity Shareholders of Tata Steel BSL Limited be held through video- conferencing or other audio-visual means. POSTAL BALLOT AND REMOTE E-VOTING Commencing on Wednesday, February 24, 2021 at 9:00 a.m. (IST) Ending on Thursday, March 25, 2021 at 5:00 p.m. (IST) SN Contents Page No. Notice of the meeting of the equity shareholders of Tata Steel BSL Limited (formerly known as ‘Bhushan 1. Steel Limited’) convened as per the directions issued by the Hon’ble National Company Law Tribunal, 03 Mumbai Bench. Explanatory Statement under Sections 230(3), 232(2) and Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the 2. 12 Securities and Exchange Board of India Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, each as amended from time to time (to the extent applicable). 3. Postal Ballot Form with instructions* 37 Composite Scheme of Amalgamation of Bamnipal Steel Limited (‘Transferor Company 1’) and Tata Steel BSL Limited (formerly known as ‘Bhushan Steel Limited’) (‘Transferor Company 2’ / ‘Company’) 4. 39 into and with Tata Steel Limited (‘Transferee Company’) under Sections 230 to 232 of the Companies Act, 2013 as Annexure A. Valuation Report dated April 25, 2019 by SSPA & Co., a firm of Chartered Accountants, on the share 5. 79 exchange ratio as Annexure B. Fairness Opinion dated April 25, 2019 by RBSA Capital Advisors LLP, a SEBI Registered Category – I 6. 93 Merchant Banker, on the fairness of the share exchange ratio as Annexure C. 7. Observation Letter dated August 26, 2019 issued by BSE Limited (‘BSE’) as Annexure D. 98 Observation Letter dated August 26, 2019 issued by the National Stock Exchange of India Limited 8. 100 (‘NSE’) as Annexure E. 1 SN Contents Page No. 9. Complaints Report dated June 5, 2019 filed by the Company with BSE as Annexure F. 102 10. Complaints Report dated June 26, 2019 filed by the Company with NSE asAnnexure G. 104 11. Report of the Audit Committee of the Transferor Company 2 dated April 25, 2019 as Annexure H. 106 Report adopted by the Board of Directors of the Transferor Company 2 dated April 25, 2019, Board of Directors of the Transferor Company 1 dated April 25, 2019 and the Board of Directors of the Transferee 12. 110 Company dated April 25, 2019 as required under Section 232(2)(c) of the Companies Act, 2013 as Annexures I1, I2 and I3 respectively. Orders of the Hon’ble National Company Law Tribunal, Mumbai Bench dated February 20, 2020, 13. 118 January 11, 2021, January 19, 2021 and February 5, 2021 as Annexures J1, J2, J3 and J4. The Financial Results of the Transferor Company 2 and Transferee Company and the Financial 14. Statements of Transferor Company 1 for the period ended December 31, 2020 as Annexure K, L and M 151 respectively. *The Postal Ballot Form in loose-leaf is not being provided in physical copy. Please refer to the Section titled ‘Process for Voting Through Postal Ballot’ for further details. 2 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI CA (CAA) 129/MB-II/2019 Form No. CAA. 2 [Pursuant to Section 230 (3) of the Companies Act, 2013 and rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016] In the matter of the Companies Act, 2013; And In the matter of Application under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; And In the matter of Composite Scheme of Amalgamation of Bamnipal Steel Limited (‘Transferor Company 1’) and Tata Steel BSL Limited (formerly known as ‘Bhushan Steel Limited’) (‘Transferor Company 2’ / ‘Company’) into and with Tata Steel Limited (‘Transferee Company’). Tata Steel BSL Limited (formerly known as ‘Bhushan Steel Limited’) (CIN: L74899DL1983PLC014942) a company incorporated under the Companies Act, 1956 and a public limited company within the meaning of the Companies Act, 2013 and having its registered office at Ground Floor, Mira Corporate Suites, Plot No. 1&2, Ishwar Nagar, Mathura Road, New Delhi – 110065. .....TRANSFEROR COMPANY 2/COMPANY NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF TATA STEEL BSL LIMITED (FORMERLY KNOWN AS ‘BHUSHAN STEEL LIMITED’) To, The Equity Shareholders of Tata Steel BSL Limited (formerly known as ‘Bhushan Steel Limited’) TAKE NOTICE that by order dated February 20, 2020 in the above-mentioned Company Scheme Application and the orders dated January 11, 2021, January 19, 2021 and February 5, 2021 in the Company Application No. 1081/2020 (collectively ‘Orders’), the Hon’ble National Company Law Tribunal, Mumbai Bench (‘Hon’ble Tribunal’ / ‘NCLT’) has directed, inter-alia, that a meeting of the equity shareholders of the Company be convened and held on Friday, March 26, 2021 at 3:00 p.m. (IST) through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’) ('Meeting') to consider, and if thought fit, to approve the Composite Scheme of Amalgamation of Bamnipal Steel Limited and Tata Steel BSL Limited (formerly known as ‘Bhushan Steel Limited’) into and with Tata Steel Limited (‘Scheme’). The Scheme, if approved by the equity shareholders of the Company, will be subject to the subsequent approval of the Hon’ble Tribunal and such approvals, permissions and sanctions of regulatory and other authorities, as may be necessary. TAKE FURTHER NOTICE that in pursuance of the said Orders, and as directed therein, a meeting of the equity shareholders of the Company will be held on Friday, March 26, 2021 at 3:00 p.m. (IST), through VC/OAVM and you are requested to attend. TAKE FURTHER NOTICE that a copy of the Scheme, Notice alongwith the Explanatory Statement, Postal Ballot Form and other annexures as stated in the Index are enclosed herewith. TAKE FURTHER NOTICE that in compliance with the provisions of Section 230(4) read with Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, issued by the Securities and Exchange Board of India, each as amended from time to time (to the extent applicable), the Company has provided the facility of postal ballot and remote e-voting (prior to as well as during the Meeting) using the facility offered by the National Securities Depository Limited so as to enable the equity shareholders, to consider and if thought fit, approve the Scheme by way of the proposed Resolution. Accordingly, voting by equity shareholders of the Company to the Scheme shall be carried out through (a) postal ballot and (b) remote e-voting (prior to as well as during the Meeting) scheduled to be held on Friday, March 26, 2021 at 3:00 p.m. (IST). 3 The Hon’ble Tribunal has appointed Mr. Adarsh Sharma, Independent Chartered Accountant, or failing him, Mr. Krishnava Dutt, Independent Director of the Company, or failing him, Mr. Rajeev Singhal, Managing Director of the Company, as Chairman of the Meeting including for any adjournments thereof. The Hon’ble Tribunal has also appointed Mr. P. N. Parikh (Membership No. FCS 327 and CP No. 1228), or failing him, Ms. Jigyasa Ved (Membership No. FCS 6488 and CP No. 6018), or failing her, Mr. Mitesh Dhabliwala (Membership No. FCS 8331 and CP No. 9511) of M/s. Parikh & Associates, Practicing Company Secretaries, as Scrutinizer for the Meeting, including for any adjournments thereof as well as Scrutinizer for the process of postal ballot and remote e-voting (prior to as well as during the Meeting). The Scheme, if approved by the equity shareholders, will be subject to the subsequent approval of the Hon’ble Tribunal and such approvals, permissions and sanctions of regulatory and other authorities, as may be necessary. TAKE FURTHER NOTICE that the voting rights of the equity shareholders shall be in proportion to their share of the paid-up equity share capital of the Company as on the close of business hours of Friday, February 12, 2021 (‘Cut-Off Date’). Further, in accordance with the applicable regulatory provisions, in addition to casting of votes electronically at the Meeting, the Company has provided the equity shareholders with the facility of casting their votes by way of postal ballot and remote e-voting prior to the Meeting using the facility offered by the National Securities Depository Limited. The equity shareholders may refer the ‘Notes’ to this Notice for further details on postal ballot and remote e-voting (prior to as well as during the Meeting). Further, a copy of the Notice in relation to the Meeting, together with the documents accompanying the same, including the Explanatory Statement under Sections 230(3), 232(2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the Scheme can be obtained free of charge on any day (except Saturday, Sunday and public holidays) from the registered office of Tata Steel BSL Limited at Ground Floor, Mira Corporate Suites, Plot No 1 & 2, Ishwar Nagar, Mathura Road, New Delhi - 110065 between 10:00 a.m.
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