Tata Metaliks : Amalgamation/Merger

BSE Limited	September 22, 2022
National Stock Exchange of India Limited
The Secretary, Listing Department	The Manager, Listing Department
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: 513434	Scrip Code: TATAMETALI
Dear Madam, Sir(s),

Subject: Scheme of Amalgamation and Changes to the Board

The Board of Directors of the Company (" ") at its meeting held earlier today, i.e., on September 22, 2022, inter-alia, transacted theBoardfollowing businesses:

1. Withdrawal of the Scheme of Amalgamation of Tata Metaliks Limited into and with

	Tata Steel Long Products Limited.
	The Board considered and approved withdrawal of the Scheme of amalgamation of Tata
	Metaliks Limited into and with Tata Steel Long Products Limited, owing to significant changes
	in underlying business conditions of both the companies resulting in dilution of the inherent
2)	benefits which were initially envisaged.
Intimation of the Scheme of Amalgamation of Tata Metaliks 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 ("	") issued
	by Securities	and Exchange Board of	India ("		") read with SEBI Circular No.
										Listing Regulations
	CIR/CFD/CMD/4/2015 dated September 9, 2015, we wish to inform you that the Board, at its
	meeting held today i.e. September 22, 2022,		SEBI
			, considered and approved the aforesaid
	Scheme to be	implemented under	Section		to 232 of the Companies Act, 2013
		s 230
	("						ter alia
			") read with the rules made thereunder, Section 2(1B) read with other
	applicable provisions of the Income-tax Act, 1961 and other applicable laws including the
		Companies Act
	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

METALIKS LIMITED

Tata Centre 43 J. L. Nehru Road Kolkata 700 071 India

Tel [phone] Fax [phone] e-mail: [e-mail]

CIN L27310WB1990PLC050000

The Scheme has been reviewed and recommended to the Board of Directors of the Company
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
(		(hereinafter	); (c) SEBI; (d) the National Stock Exchange of India Limited and BSE
Limited		collectively referred to as "	"); and (e) such other
	as defined the Scheme
approvals, permissions and sanctions of regulatory and other statutory 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.
Pursuant to Regulation 30 of the Listing Regulations, details in respect of the Scheme are
enclosed herewith as	.
			Annexure I

3) ResignationChange to theof ManagingBo rd andDirectorKey Managerial Personnel

Mr. Sandeep Kumar (DIN: 02139274), Managing Director of the Company has expressed his intention to step down from the services of the Company from the close of business hours of October 31, 2022, to take up a similar opportunity within the Tata Steel Group. The Board today took note of the said resignation. Accordingly, Mr. Sandeep Kumar will cease to be the Managing Director and Key Managerial Personnel of the Company from the close of business hours of October 31, 2022.

Details in respect of the above resignation are enclosed herewith in Annexure II. Appointment of Additional Director, Managing Director and Key Managerial PersonnelConsequent to the resignation of Mr. Sandeep Kumar, as mentioned above, and based on the recommendation of the Nomination and Remuneration Committee, the Board considered and approved the:

(a) appointment of Mr. Alok Krishna (DIN: 08066195) as an Additional Director of the Company, effective November 01, 2022; and

(b) appointment of Mr. Alok Krishna as the Managing Director (subject to approval of shareholders) and Key Managerial Personnel effective November 01, 2022.

Further, there is no inter-se relation between Mr. Alok Krishna and the other Members of the Board of Directors.

METALIKS LIMITED

Tata Centre 43 J. L. Nehru Road Kolkata 700 071 India

Tel [phone] Fax [phone] e-mail: [e-mail]

CIN L27310WB1990PLC050000

Pursuant to the BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018, Mr. Krishna is not restrained or debarred from holding office of Director pursuant to any Order of the Securities and Exchange Board of India or any other such authority.

Details in respect of the said appointment are enclosed herewith as Annexure III. This is for your information and records.

Thanking you.

Yours faithfully,

Tata Metaliks Limited

AVISHEK	Digitally signed by
AVISHEK GHOSH
GHOSH	Date: 2022.09.23
01:04:17 +05'30'

CompanyAvishek GhoshSecretary and Compliance Officer

Encl.: As above.

METALIKS LIMITED

Tata Centre 43 J. L. Nehru Road Kolkata 700 071 India

Tel [phone] Fax [phone] e-mail: [e-mail]

CIN L27310WB1990PLC050000

Annexure I

Details of the Scheme of Amalgamation of Tata Metaliks Limited into and with Tata Steel Limited

forming part of the

Tata

Steel

Limited ("

"/

"

")

SN

Particulars

Details

Name of the entity(ies)

Transferee

Company

TSL

amalgamation/merger,

(CIN - L27100MH1907PLC000260) is a public listed

details in brief such as,

company and was incorporated on August 26, 1907 under the

size, turnover etc.

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.

("

"/

Tata

Metaliks

Limited

"

"/ "

") (CIN - L27310WB1990PLC050000) is a

Transferor

Company

public listed company and was incorporated on October 10,

Company

TML

provisions of the Indian Companies Act,

1.

1990,

under the

1956 and is an existing company under the Companies Act.

The registered office of TML is situated at Tata Centre, 10th

Floor, 43, J. L. Nehru Road, Kolkata 700071, West Bengal. TML

is a listed subsidiary of the Transferee Company.

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

standalone) of TML 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.

TML

1525.27

2745.53

2.

would fall within related

related

party

transactions as defined under

the

Listing

Whether the transaction

Yes. The transaction would fall within the purview of the

party transactions? If yes,

Regulations. TML is a listed subsidiary company of the

whether the same is done

Transferee Company.

at "arm's length"

However, the transaction shall not attract the requirements of

Section 188 of the Companies Act pursuant to the clarifications

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

issued by the Ministry of Corporate Affairs.

METALIKS LIMITED

Tata Centre 43 J. L. Nehru Road Kolkata 700 071 India

Tel [phone] Fax [phone] e-mail: [e-mail]

CIN L27310WB1990PLC050000

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 reports.
3.	Area of business of	the The Transferee Company is primarily engaged in the business
	entity(ies);			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, rebars, wire rods, tubes and wires. The
				Transferee Company also has a well-established distribution
				network.
				TML is primarily engaged in the business of manufacture and
				sale of pig iron and ductile iron pipes and allied accessories in

4.	Rationale for	1. NEED FOR THE SCHEME
its manufacturing plant located at Kharagpur, West Bengal.
	amalgamation/ merger	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.
			nter alia
		The Transferor Company, which is a subsidiary company
		of the Transferee Company, is engaged,	, in the
		business of manufacture and sale of pig iron and ductile
		iron pipes and its allied accessories at its manufacturing
		plant located at Kharagpur, West Bengal.
		The amalgamation will consolidate the business of TML
		and the Transferee Company which will result in focused
		growth, operational efficiencies and enhance business
		synergies. In addition, resulting corporate holding
		structure will bring enhanced agility to the business
		ecosystem of the merged entity.

METALIKS LIMITED

Tata Centre 43 J. L. Nehru Road Kolkata 700 071 India

Tel [phone] Fax [phone] e-mail: [e-mail]

CIN L27310WB1990PLC050000