Tinplate of India : Amalgamation/Merger

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 [phone] / 07 / 10 Fax [phone]

Works Golmuri Jamshedpur 831 003 India Tel [phone] 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 [phone] / 07 / 10 Fax [phone]

Works Golmuri Jamshedpur 831 003 India Tel [phone] 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 [phone] / 07 / 10 Fax [phone]

Works Golmuri Jamshedpur 831 003 India Tel [phone]

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 [phone] / 07 / 10 Fax [phone]

Works Golmuri Jamshedpur 831 003 India Tel [phone] 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:

1. Operational integration and better facility utilization: The proposed amalgamation will provide an opportunity for reduction of operational costs through transfer of intermediary products between companies, better order loads, synergies from sales and production planning across the business.
2. Operational efficiencies: Centralized sourcing would result in procurement synergies and reduction in stores / spare through common inventory management. The proposed Scheme would also result in sharing of best practices, cross functional learnings, better utilization of common facilities and greater efficiencies in debt and cash management.
3. Simplified structure and management efficiency: In line with Group level 5S strategy - simplification, synergy, scale, sustainability, and speed - proposed Scheme will simplify group holding structure, improve agility to enable quicker decision making, eliminate administrative duplications, consequently reducing administrative costs of maintaining separate entities.
4. Faster execution of projects in pipeline: The growth projects of Transferor Company will be fast tracked by leveraging Transferee Company's technical expertise and financial resources.

Registered Office 4 Bankshall Street Kolkata 700 001 India Tel [phone] / 07 / 10 Fax [phone]

Works Golmuri Jamshedpur 831 003 India Tel [phone] CIN No L28112WB1920PLC003606 www.tatatinplate.com

A TATA Enterprise