Tinplate of India : Amalgamation/Merger

Nov 29, 2023

The Tinplate Company of India Limited

September 22, 2022

The Secretary, Listing Department

The Manager, Listing Department

BSE Limited

National Stock Exchange of India Limited

Phiroze Jeejeebhoy Towers,

Exchange Plaza, 5th Floor, Plot C/1

Dalal Street,

G Block, Bandra Kurla Complex, Bandra East

Mumbai - 400 001, India

Mumbai - 400 051, India

Scrip Code: 504966

Scrip Code: TINPLATE

Dear Sir(s), Madam,

Subject: Intimation of the scheme of amalgamation of The Tinplate Company of India Limited ("Transferor Company" or "Company") into and with its parent company, Tata Steel Limited ("Transferee Company") and their respective shareholders (hereinafter referred to as "Scheme").

In compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") issued by Securities and Exchange Board of India ("SEBI") read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, we wish to inform you that the Board of Directors of the Company ("Board") at its meeting held today i.e. September 22, 2022, inter alia, considered and approved the aforesaid Scheme to be implemented under Sections 230 to 232 of the Companies Act, 2013 ("Companies Act") read with the rules made thereunder, Section 2(1B) and other applicable provisions of the Income-tax Act, 1961 (as amended) ("IT Act") and

other applicable laws including the SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, each as amended from time to time ("SEBI Circulars").

The Scheme has been reviewed and recommended to the Board by the Committee of Independent Directors and the Audit Committee of the Company.

The Scheme is subject to the receipt of approval from (a) the requisite majority of the shareholders of the Transferor Company and Transferee Company; (b) Competent Authority (as defined in the Scheme); (c) SEBI; (d) the National Stock Exchange of India Limited and the BSE Limited (hereinafter collectively referred to as "Stock Exchanges"); and (e) such other approvals, permissions and sanctions of regulatory and other statutory authorities or governmental authorities / quasi-judicial authorities, as may be necessary as per applicable laws.

The Scheme along with the related documents / certificates will be submitted to the Stock Exchanges, as per the provisions of Regulation 37 of the Listing Regulations read with the SEBI Circulars.

Registered Office 4 Bankshall Street Kolkata 700 001 India Tel 91 33 22435401 / 07 / 10 Fax 91 33 22204170

Works Golmuri Jamshedpur 831 003 India Tel 91 657 2342102 CIN No L28112WB1920PLC003606 www.tatatinplate.com

A TATA Enterprise

The Tinplate Company of India Limited

Pursuant to Regulation 30 of the Listing Regulations, details in respect of the Scheme are enclosed herewith as Annexure I.

This is for your information and records.

Thanking you.

Yours faithfully,

The Tinplate Company of India Limited

Kaushik seal

Digitally signed by Kaushik seal Date: 2022.09.23 01:04:42 +05'30'

Kaushik Seal

Company Secretary

Encl: As above.

Registered Office 4 Bankshall Street Kolkata 700 001 India Tel 91 33 22435401 / 07 / 10 Fax 91 33 22204170

Works Golmuri Jamshedpur 831 003 India Tel 91 657 2342102 CIN No L28112WB1920PLC003606 www.tatatinplate.com

A TATA Enterprise

The Tinplate Company of India Limited

Annexure I

Details of the Scheme of Amalgamation of The Tinplate Company of India Limited into and with Tata Steel Limited

SN

Particulars

Details

Tata Steel Limited ("Transferee Company"/ "TSL")(CIN - L27100MH1907PLC000260) is a public listed company and was incorporated on August 26, 1907, under the Indian Companies Act, 1882 and is an existing company under the Companies Act. The registered office of TSL is situated at Bombay House, 24, Homi Mody Street, Fort, Mumbai 400001, Maharashtra.

The Tinplate Company of India Limited ("Transferor

Name of the

Company"/"Company"/"TCIL")

(CIN - L28112WB1920PLC003606) is a public listed company,

entity(ies) forming part

and was

incorporated

on January

20,

1920,

under

the

of the

1.

provisions of the

Indian

Companies

Act,

1913,

and is

an

amalgamation/merger,

existing company under the Companies Act. The registered

details in brief such

office of

TCIL is

situated at 4, Bankshall Street, Kolkata

as, size, turnover etc.

700001, West Bengal. The Transferor Company is a listed

subsidiary of the Transferee Company.

As on March 31, 2022, net assets, and revenue (audited

standalone) of the Transferor Company and Transferee

Company are as hereunder:

(in Rs. crore)

SN

Name

Net Asset

Revenue from

operations

1.

TSL

1,25,433.76

1,29,021.35

2.

TCIL

1,170.97

4,249.51

Yes. The transaction would fall within the purview of related

party transactions as defined under the Listing Regulations.

Whether the

The Transferor Company is a listed subsidiary company of the

transaction would fall

Transferee Company.

2.

within related party

transactions? If yes,

However, the transaction shall not attract the requirements of

whether the same is

Section 188 of the Companies Act pursuant to the clarifications

done at "arm's length"

provided in General Circular No. 30/2014 dated July 17, 2014,

issued by the Ministry of Corporate Affairs.

Registered Office 4 Bankshall Street Kolkata 700 001 India Tel 91 33 22435401 / 07 / 10 Fax 91 33 22204170

Works Golmuri Jamshedpur 831 003 India Tel 91 657 2342102

CIN No L28112WB1920PLC003606 www.tatatinplate.com

A TATA Enterprise

The Tinplate Company of India Limited

SN

Particulars

Details

The consideration for the Scheme will be discharged on an

'arm's length' basis. The Share Exchange Ratio for the Scheme

is based on the valuation reports dated September 22, 2022,

issued by CA Rashmi Shah, IBBI Reg no.

IBBI/RV/06/2018/10240, Registered Valuer and Deloitte

Touche Tohmatsu India LLP, valuer and RBSA Capital

Advisors LLP (Reg No. INM000011724) an independent SEBI

Registered Category 1 Merchant Banker has provided the

fairness opinion vide its report dated September 22, 2022 on

the fairness of the aforesaid valuation.

The Transferee Company is primarily engaged in the business of manufacturing steel and offers a broad range of steel products including a portfolio of high value-added downstream products such as hot rolled, cold rolled and coated steel,

3. Area of business of the rebars, wire rods, tubes, and wires. The Transferee Company

entity(ies);also has a well-established distribution network.

The Transferor Company is primarily engaged in manufacturing of tinplate, tin free steel and other related products having its plant located in Jamshedpur, Jharkhand.

A. NEED FOR THE SCHEME

The Transferee Company is one of the leading global steel

companies, with over 100 (hundred) years of experience

in the steel sector and is a pioneer of steel manufacturing

in India.

The Transferor Company, which is a subsidiary company

Rationale for

of the Transferee Company, is engaged in the

manufacture of tinplate and tinplate related products which

4. amalgamation/ merger

is a value-added product of hot rolled coil. The

amalgamation will consolidate the business of Transferor

Company and Transferee Company which will result in

focused growth, operational efficiencies, and enhance

business synergies. In addition, the resulting corporate

holding structure will bring enhanced agility to business

ecosystem of the merged entity.

Registered Office 4 Bankshall Street Kolkata 700 001 India Tel 91 33 22435401 / 07 / 10 Fax 91 33 22204170

Works Golmuri Jamshedpur 831 003 India Tel 91 657 2342102 CIN No L28112WB1920PLC003606 www.tatatinplate.com

A TATA Enterprise

The Tinplate Company of India Limited

SN

Particulars

Details

B. RATIONALE AND OBJECTIVE OF THE SCHEME

The Transferor Company and Transferee Company

believe that the resources of the merged entity can be

pooled to unlock the opportunity for creating shareholder

value.

The Transferor Company and Transferee Company will be

able to share best practices, cross-functional learnings,

and utilize each other's facilities in a more efficient manner.

Marketing and distribution network of both entities can be

collaborated.

C.

SYNERGIES OF BUSINESS OF THE ENTITIES

INVOLVED IN THE SCHEME

The proposed scheme would result in the following synergies:

Registered Office 4 Bankshall Street Kolkata 700 001 India Tel 91 33 22435401 / 07 / 10 Fax 91 33 22204170

Works Golmuri Jamshedpur 831 003 India Tel 91 657 2342102 CIN No L28112WB1920PLC003606 www.tatatinplate.com

A TATA Enterprise

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TCIL - Tata Tinplate - The Tinplate Company of India Limited published this content on 23 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2022 20:19:44 UTC.