Corporate Identification Number: L24239MH1939PLC002893 Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001 Phone: +91 22 6665 8282 | Email: [email protected] | Website: www.tatachemicals.com NOTICE TO EQUITY SHAREHOLDERS MEETING OF EQUITY SHAREHOLDERS OF TATA CHEMICALS LIMITED CONVENED PURSUANT TO ORDER DATED SEPTEMBER 11, 2019 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH: Day Wednesday Date October 30, 2019 Time 3.00 p.m. IST Venue Walchand Hirachand Hall, 4th Floor, Indian Merchants’ Chamber Building, IMC Marg, Churchgate, Mumbai 400 020 POSTAL BALLOT AND REMOTE E-VOTING: Commencing on Monday, September 30, 2019 at 9.00 a.m. IST Ending on Tuesday, October 29, 2019 at 5.00 p.m. IST INDEX Sr. No. Contents Page No. 1. Notice of Meeting of Equity Shareholders of Tata Chemicals Limited convened pursuant to the Order of the 2 Hon’ble National Company Law Tribunal, Mumbai Bench 2. Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Companies Act, 2013 read with 8 Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 3. Scheme of Arrangement between Tata Chemicals Limited (“Demerged Company”) and Tata Global 28 Beverages Limited (“Resulting Company”) and their respective shareholders and creditors under Sections 230-232 of the Companies Act, 2013 (Annexure “ES-1”) 4. Audited Standalone Financial Statements of the Demerged Company and Unaudited Standalone Financial 47 Statements of the Resulting Company as on June 30, 2019 (Annexure “ES-2”) 5. Reports of the Board of Directors of the Demerged Company and the Resulting Company pursuant to 68 Section 232(2)(c) of the Companies Act, 2013 (Annexure “ES-3”) 6. Joint Valuation Report dated May 15, 2019 by SRBC & Co. LLP, Chartered Accountants and Bansi Mehta 74 & Co., Chartered Accountants on the Share Entitlement Ratio (Annexure “ES-4”) 7. Valuation Report dated May 15, 2019 by Mr. Vikrant Jain, Chartered Accountant and an independent valuer 86 appointed under Section 248 of the Companies Act, 2013 on the Share Entitlement Ratio (Annexure “ES-5”) 8. Fairness Opinion dated May 15, 2019 by J. P. Morgan India Private Limited, Category-I Merchant Banker, 95 on the Share Entitlement Ratio (Annexure “ES-6”) 9. Complaint Reports dated July 2, 2019 and July 19, 2019 submitted by the Demerged Company to 100 BSE Limited and the National Stock Exchange of India Limited respectively (Annexure “ES-7”) 10. Observation letters dated August 26, 2019 from BSE Limited and the National Stock Exchange of India 104 Limited on the Scheme (Annexure “ES-8”) 11. Route Map to the Venue of the Meeting 108 12. Attendance Slip 109 13. Proxy form 109 14. Postal Ballot Form with instructions and self addressed postage prepaid Business Reply Envelope Loose leaf insertion 1 BEFORE THE National Company Law TRIBUNAL MUMBAI BENCH Company Application NO. 3029 OF 2019 FORM NO. CAA. 2 [Pursuant to Section 230(3) and Rule 6 and 7] In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; And In the matter of Scheme of Arrangement between Tata Chemicals Limited and Tata Global Beverages Limited and their respective shareholders and creditors Tata Chemicals Limited, a company incorporated under the provisions ) of the Companies Act, 1913 having Corporate Identification ) Number: L24239MH1939PLC002893 and having its registered office at ) Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001 ) . Applicant/Demerged Company NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF TATA CHEMICALS LIMITED To, The Equity Shareholders of Tata Chemicals Limited TAkE NOTICE that by an Order dated September 11, 2019 in the above mentioned Company Application (the “Order”), the Hon’ble National Company Law Tribunal, Mumbai Bench (“Tribunal”) has directed, inter alia, that a Meeting of the Equity Shareholders of Tata Chemicals Limited (“Demerged Company”) be convened and held at Walchand Hirachand Hall, 4th Floor, Indian Merchants’ Chamber Building, IMC Marg, Churchgate, Mumbai 400 020 on Wednesday, October 30, 2019 at 3.00 p.m. (IST), to consider, and if thought fit, to approve, with or without modification(s), the proposed Scheme of Arrangement between Tata Chemicals Limited, Demerged Company and Tata Global Beverages Limited (“Resulting Company”) and their respective shareholders and creditors (“Scheme”). TAkE FURTHER NOTICE that in pursuance of the Order, and as directed therein, a Meeting of the Equity Shareholders of the Demerged Company will be held at Walchand Hirachand Hall, 4th Floor, Indian Merchants’ Chamber Building, IMC Marg, Churchgate, Mumbai 400 020 on Wednesday, October 30, 2019 at 3.00 p.m. (IST) at which place, day, date and time you are requested to attend. TAkE FURTHER NOTICE that you may attend and vote at the Meeting in person or by proxy, provided that a duly signed proxy in the prescribed form, is deposited at the registered office of the Demerged Company, not later than 48 (forty eight) hours before the scheduled time for holding the Meeting. In case of a Body Corporate, being an Equity Shareholder of the Demerged Company, opting to attend and vote at the venue of the Meeting, as aforesaid, through its authorised representative, such Body Corporate may do so provided a certified copy of the resolution of its Board of Directors or other governing body authorising such representative to attend and vote at the Meeting on its behalf is deposited at the registered office of the Demerged Company not later than 48 (forty eight) hours before the time for holding the Meeting. TAkE FURTHER NOTICE that a copy of the Explanatory Statement, Scheme, Proxy Form, Attendance Slip, Postal Ballot Form, self-addressed postage pre-paid business reply envelope and other Annexures as stated in index are enclosed herewith. Copies of the Scheme, the Explanatory Statement and the Proxy Form can be obtained free of charge at the registered office of the Demerged Company and are also placed on the website of the Demerged Company viz. www.tatachemicals.com and website of National Securities Depository Limited at www.evoting.nsdl.com. The Tribunal has appointed Mr. Bhaskar Bhat (DIN: 00148778), Non-Executive Director of the Demerged Company failing him, Mr. R. Mukundan (DIN: 00778253), Managing Director & CEO of the Demerged Company to be the Chairperson of the Meeting of the Equity Shareholders of the Demerged Company. TAkE FURTHER NOTICE that in terms of the Order of the Tribunal, the Equity Shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting votes through postal ballot or remote electronic voting (“remote e-voting”) during the period commencing from 9:00 a.m. (IST) on Monday, September 30, 2019 and ending at 5:00 p.m. (IST) on Tuesday, October 29, 2019; or by electronic voting system as arranged by the Demerged Company at the venue 2 of the Meeting on October 30, 2019. The Shareholders may refer to the Notes to this Notice for further details on postal ballot and remote e-voting. The resolution for approval of the Scheme, if passed by a majority in number representing three-fourths in value of all Equity Shareholders of the Demerged Company casting their votes, as aforesaid, shall be deemed to have been duly passed on October 30, 2019 i.e. the date of the Meeting of the Equity Shareholders of the Demerged Company under Sections 230 to 232 of the Companies Act, 2013. In terms of the Securities and Exchange Board of India Circular dated March 10, 2017 bearing reference No.CFD/DIL3/ CIR/2017/21, as amended from time to time, the Scheme shall be acted upon only if the votes cast by public shareholders in favour of the resolution set out below are more than the number of votes cast by the public shareholders against the resolution. The Audit Committee and the Board of Directors of the Demerged Company at their respective Meetings held on May 15, 2019 approved the Scheme, subject to approval by the requisite majority of the Shareholders of the Demerged Company as may be required, and subject to the subsequent sanction of the Tribunal and of such other authorities as may be necessary. The Equity Shareholders are requested to consider and if thought fit, to pass with requisite majority, the following resolution: "RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the provisions of the Memorandum and Articles of Association of Tata Chemicals Limited (“Demerged Company”) and subject to the approval of the Mumbai and Kolkata Benches of the Hon’ble National Company Law Tribunal (hereinafter collectively referred to as “the Tribunal”), and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Demerged Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement between Tata Chemicals Limited and Tata Global Beverages Limited and their respective shareholders and creditors (“Scheme”) presented in Company Application No.