Notice of Meeting of Equity Shareholders of TSL

Tata Steel Limited

22 December 2023

 

                        December 22, 2023

London Stock Exchange

London

Dear Madam, Sirs,

Subject: Notice of the Meeting of the Equity Shareholders of Tata Steel Limited being convened as per the directions provided in the Orders of the Hon'ble National Company Law Tribunal, Mumbai Bench ('NCLT') in the matter of the Scheme of Amalgamation amongst Tata Steel Limited ('Transferee Company'/'Company') and The Indian Steel & Wire Products Limited ('Transferor Company') and their respective shareholders ('Scheme')

This is to inform that by Orders dated November 10, 2023 and December 12, 2023, in the Company Scheme Application CA (CAA) No. 251/MB/2023 ('Orders'), the NCLT has directed, inter alia, that a meeting of the Equity Shareholders of the Transferee Company be convened and held on Thursday, January 25, 2024 through video-conferencing or other audio-visual means ('VC/OAVM') ('Meeting') to consider and if thought fit, with or without modification(s), approve the Scheme.

As per the directions of the NCLT, a Meeting of  the equity shareholders of the Company is being convened on Thursday, January 25, 2024 at 11.00 a.m. (IST) through VC/OAVM mode, in compliance with the provisions of the Companies Act, 2013 ('Act') and related Rules, read with the applicable general circulars issued by the Ministry of Corporate Affairs in relation to conducting general meeting through VC/OAVM with facility for e-voting, Regulation 44 and other provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India.

We hereby enclose a copy of the Notice convening the Meeting along with the Statement under Section(s) 102, 230 to 232 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI Listing Regulations and applicable SEBI Circulars (together referred to as 'Notice').
The related Annexures are available at the link:  https://www.tatasteel.com/media/19725/noticecombined.pdf

The Notice of the Meeting along with Annexures is being sent ONLY through electronic means to the equity shareholders of the Company as on Friday, December 15, 2023, at their e-mail address registered with the Company/Registrar and Transfer Agents ('RTA')/Depository Participants ('DPs')/ Depositories.

Only an equity shareholder whose name appears in the Register of Members maintained by the Company/RTA or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off Date, i.e., Thursday, January 18, 2024, shall be entitled to exercise his/her/its voting rights on the Resolution proposed in the Notice and attend the Meeting. Voting rights of an equity shareholder/beneficial owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

Pursuant to the provisions of Section 108 and other provisions of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 and other provisions of the SEBI Listing Regulations and applicable SEBI circulars, the general circulars issued by MCA for providing e-voting facility at general meeting convened over VC/OAVM, and SS-2, the Company will be providing the facility of remote e-voting prior to the Meeting and e-voting at the Meeting to its Members in respect of the business to be transacted at the Meeting. The Company has appointed National Securities Depository Limited ('NSDL') to provide the facility of casting votes by its Members using remote e-voting /e-voting system as well as to enable the Shareholders of the Company to attend and participate in the Meeting through VC/OAVM.

The period for remote e-voting prior to the Meeting commences on Sunday, January 21, 2024 at 9:00 a.m. (IST) and ends on Wednesday, January 24, 2024 at 5:00 p.m. (IST). NSDL will disable the remote e-voting system thereafter. The Company is also providing e-voting at the Meeting.

The detailed instructions for joining the Meeting through VC/OAVM, manner of casting vote through remote e-voting/e-voting and registration of e-mail address of the shareholders for the Meeting are provided in the 'Notes' section of the Notice.

The Notice is available on the website of the Company at www.tatasteel.com and on the website of NSDL at www.evoting.nsdl.com. It will be made available on the website of SEBI at www.sebi.gov.in and on the website(s) of BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

This disclosure is being made in compliance with Regulation 30 read with other applicable provisions, if any, of the SEBI Listing Regulations, as amended.

This is for your information and records.

http://www.rns-pdf.londonstockexchange.com/rns/8065X_1-2023-12-22.pdf

 

END