February 19, 2021 To, the Secretary, Listing Department BSE Limited
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February 19, 2021 To, To, The Secretary, Listing Department The Manager, Listing Department, BSE Limited, National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalai Street, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 001. Mumbai - 400 051. Maharashtra, India. Maharashtra, India. Scrip Code: 500470/890144 Symbol: TATASTEEL/TATASTLPP Dear Madam, Sirs, Subject: Notice of the Meeting of the Equity Shareholders of Tata Steel Limited convened pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (‘NCLT’) in the matter of 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 (‘Company’) This refers to our letter dated February 17, 2021 informing that in accordance with the orders of the NCLT dated February 20, 2020 passed in the Company Scheme Application No. 3083/MB/2019 and orders dated January 11, 2021, January 19, 2021 and February 5, 2021 passed in the Company Application No. 1056/2020 (collectively referred as ‘Order’), a meeting of the Equity Shareholders of the Company is being convened on Friday, March 26, 2021 at 11:00 a.m. (IST) through Video Conferencing/Other Audio-Visual Means (‘VC/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 the Company under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’). Please find enclosed a copy of the Notice dated February 19, 2021 convening the Meeting along with the Explanatory Statement and other Annexures for your information and records (‘Notice’). As stated in our above mentioned letter, the Notice of the Meeting is being sent through electronic means to the Equity Shareholders of the Company as on Friday, February 12, 2021 (‘cut-off date’) at their e-mail address registered with the Company/Registrar and Transfer Agents (‘RTA’)/Depository Participants (‘DPs’) (‘Eligible Shareholders’). No physical copies of the Notice of the Meeting is being sent to any Shareholder. The Meeting is being conducted through VC/OAVM, in compliance with the operating procedures, issued from time to time, by the Ministry of Corporate Affairs, Government of India and the NCLT Order. Registered Office Bombay House 24 Homi Mody Street Fort Mumbai 400 001 India Tel 91 22 6665 8282 Fax 91 22 6665 7724 Website www.tatasteel.com Corporate Identity Number L27100MH1907PLC000260 Pursuant to the provisions of Sections 230(4), 108 and 110 of the Act, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and other applicable provisions, if any, of the Act and of SEBI Listing Regulations and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, each as amended from time to time (to the extent applicable), the Company will be offering postal ballot and remote e-voting facility (prior to as well as during the Meeting) to the Eligible Shareholders to cast their votes on the resolution set forth in the Notice of the Meeting. The Company has appointed National Securities Depository Limited for providing remote e-voting facility as well as to enable the Eligible Shareholders of the Company to attend and participate in the Meeting through VC/OAVM. The voting period for postal ballot and remote e-voting prior to the Meeting commences on and from Wednesday, February 24, 2021 at 9:00 a.m. (IST) through Thursday, March 25, 2021 till 5:00 p.m. (IST). The voting rights for the purposes of postal ballot or remote e-voting (prior to as well as during the Meeting), shall be reckoned on the basis of the paid-up value of the equity shares registered in the name of the Eligible Shareholder(s) as on Friday, February 12, 2021 i.e the cut-off date. The detailed instructions for joining the Meeting through VC/OAVM, manner of casting vote through postal ballot and remote e-voting (prior to as well as during the Meeting), are provided in the enclosed Notice of the Meeting. The above announcements are also being made available on the website of the Company www.tatasteel.com This disclosure is being made in compliance with Regulation 30 of the SEBI Listing Regulations, as amended. This is for your information and records. Yours faithfully, Tata Steel Limited Parvatheesam Kanchinadham Company Secretary & Chief Legal Officer (Corporate & Compliance) Encl: As above STEEL LIMITED STEEL LIMITED STEEL LIMITED Corporate Identification No. CIN):( L27100MH1907PLC000260 Registered Office: Bombay House, 24, Homi Mody Street, Fort, Mumbai 400 001 Tel: +91 22 6665 8282 E-mail: [email protected] Website: www.tatasteel.com MEETING OF THE EQUITY SHAREHOLDERS OF TATA 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 11.00 a.m. (IST) Mode of Meeting 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 to hold the meeting of the equity shareholders of Tata Steel Limited 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 meeting of the equity shareholders of Tata Steel Limited convened as per the directions issued 1. 03 by the Hon’ble National Company Law Tribunal, Mumbai Bench. 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 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’) into and with Tata 4. 39 Steel Limited (‘Transferee Company’ or ‘Company’) under Sections 230-232 of the Companies Act, 2013 as Annexure A. Valuation Report dated April 25, 2019 issued by CA Vikrant Jain, Independent Chartered Accountant on 5. 79 the share exchange ratio as Annexure B. Fairness Opinion dated April 25, 2019 issued by Ernst & Young Merchant Banking Services LLP, SEBI 6. 102 Registered Category – I 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. 110 Observation Letter dated August 26, 2019 issued by the National Stock Exchange of India Limited (‘NSE’) 8. 112 as Annexure E. 9. Complaints Report dated June 5, 2019 filed by the Company with BSE as Annexure F. 114 1 STEEL LIMITED STEEL LIMITED SN Contents Page No. 10. Complaints Report dated June 26, 2019 filed by the Company with NSE as Annexure G. 116 11. Report of the Audit Committee of Transferee Company dated April 25, 2019 as Annexure H. 118 Report adopted by the Board of Directors of the Transferor Company 1 dated April 25, 2019, Board of Directors of the Transferor Company 2 dated April 25, 2019 and the Board of Directors of the Transferee 12. 121 Company dated April 25, 2019 as required under Section 232(2)(c) of the Companies Act, 2013 as Annexures I(1), I(2) and I(3) respectively. The applicable information of Bamnipal Steel Limited in the format specified for abridged prospectus 13. as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and 129 Disclosure Requirements) Regulations, 2018 as Annexure J. Orders of the Hon’ble National Company Law Tribunal, Mumbai bench dated February 20, 2020, 14. 138 January 11, 2021, January 19, 2021and February 5, 2021 as Annexures K(1), K(2), K(3) and K(4). The Financial Results of the Transferee Company and Transferor Company 2 and the Financial Statements 15. 171 of Transferor Company 1 for the period ended December 31, 2020 as Annexures L, M and N 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 STEEL LIMITED STEEL LIMITED BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI CA (CAA) 3083/MB/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 Applications 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’) into and with Tata Steel Limited (‘Transferee Company’ or ‘Applicant Company’ or ‘Company’) Tata Steel Limited (CIN: L27100MH1907PLC000260) a company incorporated under the Indian Companies Act, 1882 and a public limited company within the meaning of the Companies Act, 2013 and having its registered office at Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400 001.