Amalgamation of Tata Metaliks into Tata Steel Ltd.

Tata Steel Limited

01 February 2024

 

February 1, 2024

London Stock Exchange

London

Dear Madam, Sirs,

Sub: 'Effective Date' of the Scheme of Amalgamation amongst Tata Steel Limited
and Tata Metaliks Limited and their respective shareholders

This is further to our disclosures dated September 22, 2022, August 10, 2023, January 11, 2024, January 16, 2024 and January 24, 2024, in connection with the Scheme of Amalgamation amongst Tata Steel Limited ('the Company') and Tata Metaliks Limited ('TML') and their respective shareholders ('Scheme of Amalgamation'), as approved and sanctioned by the Hon'ble National Company Law Tribunal ('Hon'ble NCLT'), Mumbai Bench (having jurisdiction over the Company), vide its Order dated January 11, 2024 and the Hon'ble NCLT, Kolkata Bench (having jurisdiction over TML), vide its Order dated December 21, 2023.

We wish to inform you that, after fulfilling all the conditions specified in Clause 9.1(h) (Definition of Effective Date) read with Clause 22 (Scheme conditional upon) of the Scheme of Amalgamation, Tata Metaliks Limited, Transferor Company, has, on January 30, 2024, filed the certified true copy of the Order passed by the Hon'ble NCLT, Kolkata Bench, along with a copy of the Scheme of Amalgamation with the jurisdictional Registrar of Companies, Kolkata, Ministry of Corporate Affairs, Government of India.

Tata Steel Limited has today, i.e., February 1, 2024, filed the certified copy of the Order passed by the NCLT Mumbai Bench, along with a copy of the Scheme of Amalgamation with the jurisdictional Registrar of Companies, Mumbai, the Ministry of Corporate Affairs, Government of India. The filing has been made in compliance with Section 232(5) of the Companies Act, 2013 read with Rule 25(7) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Accordingly, in terms of Clause 8 (Effectiveness of the Scheme) read with Clause 9.1(h) (Definition of Effective Date) of the Scheme of Amalgamation, the Scheme of Amalgamation has become effective today i.e., February 1, 2024 ('Effective Date') and consequently TML stands amalgamated into and with the Company and dissolved without being wound up.

Further in terms of the Scheme of Amalgamation, the Memorandum of Association of the Company stands amended to the extent given below:

a.   The applicable main objects in the Memorandum of Association of TML shall be added to the matters which are necessary for furtherance of the objects of the Memorandum of Association of the Company, to the extent such objects are not already covered in the existing Memorandum of Association of the Company.

b.   The authorized share capital of ₹375 crore of TML stands merged with the authorized share capital of the Company in the class of Ordinary Equity Shares of face value ₹1/- each. Consequently, the authorized share capital of the Company will be ₹32,116.50 crore.

This disclosure is being made in terms of Regulation 30 read with Regulation 51 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, read with applicable SEBI Circulars.

This is for your information and records.

 

END