ORDER

Per: Kishore Vemulapalli, Member (Judicial)

1. Heard the Ld. Sr. Counsel for the Applicant Company.

2. That the proposed Scheme of Amalgamation provides for the amalgamation of TRF Limited (“Transferor Company”) into and with Tata Steel Limited (“Applicant Company/ Transferee Company”) and their respective Shareholders (“Scheme”) under sections 232 read with Section 230 of the Companies Act, 2013, such that:

a. all the assets of the Transferor Company, shall become the property of the Transferee Company, by virtue of the amalgamation;

b. all the liabilities of the Transferor Company, shall become the liabilities of the Transferee Company, by virtue of the amalgamation;

c. transfer of the authorised share capital of the Transferor Company to the Transferee Company as provided in Part III of the Scheme, and consequential increase in the authorised share capital of the Transferee Company as provided in Part III of the Scheme;

d. cancellation of all the issued share capital of the Transferor Company which shall be affected as a part of the Scheme and not in accordance with Section 66 of the Companies Act, 2013 and issue of New Shares, as provided in Clause 15.2 of the Scheme, to the Eligible Members (as provided in the Scheme) (other than the Transferee Company) as per the approved valuation report, in accordance with Part II of the Scheme; and

e. dissolution of the Transferor Company, without being wound up.

3. That the Applicant Company/Transferee Company is situated in Maharashtra and within the territorial jurisdiction of this Tribunal. The registered office of the Transferor Company is situated in Jharkhand and hence, outside the aforesaid jurisdiction. The Transferor Company has filed a separate Company Scheme Application bearing no. CA(CAA)No.106 of 2023 in respect of the Scheme under Sections 230-232 of the Companies Act, 2013 before the Kolkata Bench of the Hon’ble National Company Law Tribunal on April 04, 2023.

4. Considering the background, circumstances, rationale and benefits of the Scheme, the proposed amalgamation is beneficial, advantageous and not prejudicial to the Shareholders, Creditors and other Stakeholders of the Applicant Company and is beneficial to the public at large.

5. The Ld. Senior Counsel for the Applicant Company submits that the Applicant Company has prayed for convening and holding a meeting of the Equity Shareholders of the Applicant Company, through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”) on September 18, 2023 or any adjourned dates thereof, for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Scheme and for issuing appropriate directions incidental for holding of such meeting.

6. Accordingly, this Bench hereby directs that a meeting of the Equity Shareholders of the Applicant Company be convened and held through VC/OAVM, on September 18, 2023 or any adjourned dates thereof, for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Scheme.

6.1 In light of the circulars issued by the Ministry of Corporate Affairs (“MCA Circulars”), it is directed that the voting by the Equity Shareholders of the Applicant Company shall be carried out through remote e-voting and e-voting at the time of the VC/OAVM convened meeting.

6.2 At least 30 (thirty) clear days before the aforesaid meeting of the Equity Shareholders of the Applicant Company be held as aforesaid, a notice convening the said meeting, indicating the date and time aforesaid, containing instructions with regard to remote e-voting and e-voting at the time of the VC/OAVM meeting, together with a copy of the Scheme, a copy of the Explanatory Statement required to be sent pursuant to Section 102 read with Sections 230-232 of the Companies Act, 2013, shall be sent through electronic mode to those Equity Shareholders whose email ID’s are registered with the Registrar and Transfer Agent/ Depositories/ Applicant Company and hard copy