‘Effective Date’ of the Scheme of Amalgamation
Source: RNS
September 1, 2024
London Stock Exchange
London
Dear Madam, Sirs,
Subject: 'Effective Date' of the Scheme of Amalgamation amongst Tata Steel Limited and The Indian Steel & Wire Products Ltd and their respective shareholders
This is further to our disclosures dated September 22, 2022, December 22, 2023,
January 25, 2024, May 24, 2024, August 6, 2024, August 7, 2024 and August 24, 2024, in connection with the Scheme of Amalgamation amongst Tata Steel Limited ('Company') and The Indian Steel & Wire Products Ltd ('ISWP') 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 August 6, 2024 and by the Hon'ble NCLT, Kolkata Bench (having jurisdiction over ISWP) vide its Order dated May 24, 2024.
We wish to inform you that, on June 25, 2024, ISWP had 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. Further, after fulfilling all the conditions specified in Clause 9.1(h) (Definition of Effective Date) read with Clause 21 (Scheme conditional upon) of the Scheme of Amalgamation, Tata Steel Limited has today, i.e., September 1, 2024, filed the certified true copy of the Order passed by the Hon'ble NCLT, Mumbai Bench, along with a copy of the Scheme of Amalgamation with the jurisdictional Registrar of Companies, Mumbai, 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 operative effective today i.e., September 1, 2024 ('Effective Date').
In terms of the Scheme of Amalgamation, ISWP stands amalgamated into and with the Company and dissolved without being wound up on and from the Effective Date.
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 ISWP 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 equity share capital of ₹36 crore of ISWP 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 ₹32,619.50 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 record.
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