Tata Consumer Products : NCLT/ Court Convened Meeting

November 12, 2022
National Stock Exchange of	BSE Limited	The Calcutta Stock Exchange
India Limited	Phiroze Jeejeebhoy Towers	Limited
Exchange Plaza, C-1, G Block	Dalal Street	7 Lyons Range
Bandra Kurla Complex, Bandra	Mumbai 400001	Kolkata 700 001
(E)	Scrip Code - 500800	Scrip Code - 10000027 (Demat)
Mumbai 400 051	27 (Physical)
Scrip Code - TATACONSUM

Sub: Summary of National Company Law Tribunal convened meeting of the Equity Shareholders of the Company held on November 12, 2022

Re: Composite Scheme of Arrangement amongst Tata Consumer Products Limited, Tata Coffee Limited and TCPL Beverages & Foods Limited and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013

Dear Sir/Madam,

This is to inform you that as per an order dated September 07, 2022, as modified by an order dated September 19, 2022 (the "Order"), of the Kolkata Bench of the Hon'ble National Company Law Tribunal ("NCLT"), a meeting of the equity shareholders of the Company was held on Saturday, November 12, 2022, at 10:30 a.m. IST ("NCLT Convened Meeting" or "Meeting") through Video- Conference and Other Audio-Visual Means for the purpose of considering, and if thought fit, approving the proposed Composite Scheme of Arrangement amongst the Company, Tata Coffee Limited ("TCL") and TCPL Beverages & Foods Limited ("TBFL") and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 ("Scheme").

In accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations"), we are pleased to submit the summary of proceedings of the NCLT Convened Meeting of the Equity Shareholders of the Company ("the Meeting") held on Saturday, November 12, 2022.

We request you take this on record and treat the same as compliance with the applicable provisions of the Listing Regulations.

11/13 Botawala Building 1st Floor Office No 2-6 Horniman Circle Fort Mumbai 400 001 India

Tel: [phone] | Fax: [phone]

Registered Office: 1, Bishop Lefroy Road, Kolkata - 700 020

Corporate Identity Number (CIN): L15491WB1962PLC031425

Email: [e-mail]

Website: www.tataconsumer.com

The Voting results pursuant to Regulation 44(3) of the Listing Regulations and Report of the Scrutinizer, pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, will be submitted in due course.

Thanking you,

Yours Sincerely,

For Tata Consumer Products Limited

NEELABJA CHAKRABARTY

Digitally signed by NEELABJA CHAKRABARTY

Date: 2022.11.12 19:26:38 +05'30'

Neelabja Chakrabarty

Company Secretary & Compliance Officer

Encl.: as above

11/13 Botawala Building 1st Floor Office No 2-6 Horniman Circle Fort Mumbai 400 001 India

Tel: [phone] | Fax: [phone]

Registered Office: 1, Bishop Lefroy Road, Kolkata - 700 020

Corporate Identity Number (CIN): L15491WB1962PLC031425

Email: [e-mail]

Website: www.tataconsumer.com

Annexure

Summary of the Proceedings of National Company Law Tribunal convened meeting of the Equity Shareholders of Tata Consumer Products Limited held through Video-Conferencing and Other Audio-Visual Means on Saturday, November 12, 2022

Meeting Day, Date, and Time: Saturday, November 12, 2022, scheduled at 10:30 a.m.

As per the Order of the Hon'ble National Company Law Tribunal, Kolkata Bench ("NCLT") dated September 07, 2022, as modified by an order dated September 19, 2022 (the "Order"), the quorum for this meeting has been fixed at 1,000 equity shareholders and in case the quorum, as such for the Meeting, is not present within 30 minutes of the scheduled time of the Meeting, then the equity shareholders present through VC facility shall constitute the quorum.

The meeting, as scheduled, started at 10:30 a.m. and as 1,000 shareholders were not present at that time through VC, the Meeting was adjourned by 30 minutes that is to 11:00 am on the same day, in terms of the Order. Thus, the meeting was re-begun at 11:00 am and the Equity shareholders present through the VC facility at that time, constituted the valid quorum, as per the above directive of the NCLT.

The Meeting concluded at 12:38 p.m. (including the time allowed for e-voting at the Meeting and 15 minutes after the proceedings of the Meeting were concluded by the Chairperson, as declared by the Chairperson).

Mode: Through Video-Conferencing (VC) and Other Audio-Visual Means (OAVM), as per the directive of the NCLT vide the Order and following the operating procedures referred to in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, and General Circular No. 3/2022 dated May 5, 2022, issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as "MCA Circulars").

Chairperson: The NCLT has appointed Mr. Shaunak Mitra, Advocate, as Chairperson for the Meeting. Mr. Shaunak Mitra joined the meeting from the registered office of the Company at 1, Bishop Lefroy Road, Kolkata - 700 020, West Bengal (hereinafter referred to as "Common Venue") over Video Conference ("VC"). He took the Chair in terms of the Order of the NCLT.

11/13 Botawala Building 1st Floor Office No 2-6 Horniman Circle Fort Mumbai 400 001 India

Tel: [phone] | Fax: [phone]

Registered Office: 1, Bishop Lefroy Road, Kolkata - 700 020

Corporate Identity Number (CIN): L15491WB1962PLC031425

Email: [e-mail]

Website: www.tataconsumer.com

Directors in attendance:

Sr.

Name of Director

Designation/Committee

Location

No.

Position.

1

Dr. K. P. Krishnan

Independent

Director

and

the

Joined over VC from Delhi

Chairperson

of

the

Audit

Committee

2

Mr. Bharat Puri

Independent

Director

and

the

Joined

over

VC

from

Chairperson

of

the

Risk

Mumbai

Management Committee

3

Ms. Shikha Sharma

Independent

Director

and

the

Joined

over

VC

from

Chairperson of the Nomination

Mumbai

and Remuneration Committee

4

Mr. Siraj Chaudhry

Independent

Director

and

the

Joined

over

VC

from

Chairperson

of

the

Gurgaon

Stakeholders'

Relationship

Committee

and

Corporate

Social

Responsibility

&

Sustainability Committee

5

Mr. David Crean

Independent Director

Joined over VC from the

London

6

Mr. P. B. Balaji

Non-Executive (Non-

Joined

over

VC

from

Independent) Director

Mumbai

7

Mr. Sunil D'Souza

Managing Director & CEO

Joined over VC from the

Common Venue in Kolkata

8

Mr. L. Krishnakumar

Executive

Director

&

Group

Joined over VC from the

CFO

United States of America

Mr. N. Chandrasekaran, Chairperson of the Company, could not attend the meeting due to his other preoccupations. A leave of absence was granted to him.

Chief Operating Officer, Chief Financial Officer, and Company Secretary:

Sr.	Name	Designation	Location
No.
1	Mr. Ajit Krishnakumar	Chief Operating Officer	Joined over VC from the
			Common Venue in Kolkata
2	Mr. Sivakumar Sivasankaran	Chief Financial Officer	Joined over VC from the
			Common Venue in Kolkata
3	Mr. Neelabja Chakrabarty	Company Secretary	Joined over VC from the
			Common Venue in Kolkata

11/13 Botawala Building 1st Floor Office No 2-6 Horniman Circle Fort Mumbai 400 001 India

Tel: [phone] | Fax: [phone]

Registered Office: 1, Bishop Lefroy Road, Kolkata - 700 020

Corporate Identity Number (CIN): L15491WB1962PLC031425

Email: [e-mail]

Website: www.tataconsumer.com

The representatives of the Statutory Auditors, Cost Auditors and Secretarial Auditors were also present through VC from their respective locations. The members of the senior leadership team were also present through VC from their respective locations.

Ms. Neha Somani, Practicing Company Secretary, and the NCLT appointed scrutinizer for this meeting, has also joined this meeting through Video Conference from Kolkata.

Members attending the Meeting: 95 Members were attending the meeting virtually. In terms of the MCA circulars and SEBI circulars, the requirement of appointing proxies was not applicable.

Quorum: As per the direction of the NCLT, the quorum for this meeting was fixed at 1,000 equity shareholders and in case the quorum, as such for the Meeting, is not present within 30 minutes of the scheduled time of the Meeting, then the equity shareholders present through VC facility shall constitute the quorum. Since the shareholders present at 11:00 a.m. were considered a valid quorum as laid down by the Order of the Hon'ble National Company Law Tribunal, Kolkata, the Chairperson called the meeting to order.

Proceedings:

The Chairperson informed that this meeting was convened through Video-Conferencing /otherAudio-Visual means in compliance with the directions of the NCLT, in the matter of the Composite Scheme of Arrangement amongst the Company, Tata Coffee Limited and TCPL Beverages & Foods Limited and their respective creditors and shareholders for:

• the demerger of Plantation Business of Tata Coffee Limited into TCPL Beverages & Foods Limited, a wholly-owned subsidiary of the Company, in exchange of new equity shares of the Company to be issued to the equity shareholders of Tata Coffee Limited, on the basis of 1 equity share of the Company for every 22 equity shares held in Tata Coffee Limited
• followed immediately by the amalgamation of the remaining business of Tata Coffee Limited with the Company in exchange of new equity shares of the Company to be issued to the equity shareholders of Tata Coffee Limited, on the basis of 14 equity shares of the Company for every 55 equity shares held in Tata Coffee Limited
• upon completion of the above demerger and the amalgamation, Tata Coffee Limited will stand dissolved, without being wound up
• based on the above-mentioned ratios, the equity shareholders of Tata Coffee Limited will effectively receive 3 new equity shares of the Company in exchange for every 10 equity shares of Tata Coffee Limited, held as of the record date for the Scheme.
  (hereinafter referred as "the Scheme")

11/13 Botawala Building 1st Floor Office No 2-6 Horniman Circle Fort Mumbai 400 001 India

Tel: [phone] | Fax: [phone]

Registered Office: 1, Bishop Lefroy Road, Kolkata - 700 020

Corporate Identity Number (CIN): L15491WB1962PLC031425

Email: [e-mail]

Website: www.tataconsumer.com