The Tata Steel Board approved the strategic business merger into the Company
Mumbai, 23 September 2022
At the meeting held on September 22, 2022, the Board of Directors of Tata Steel Limited considered and approved the proposed scheme for the merger of six subsidiaries into and with Tata Steel Limited. The subsidiaries are majority owned by Tata Steel and include Tata Steel Long Products Limited (74.91% shareholding), The Tinplate Company of India Limited (74.96% shareholding), Tata Metallics Limited (60.03% shareholding) , The Indian Steel & Wire Products Limited (95.01% equity interest), Tata Steel Mining Limited and S&T Mining Company Limited (both wholly owned subsidiaries). The Board also approved the merger of TRF Limited (34.11% shareholding) to become Tata Steel Limited. The Board has considered the proposal based on independent judgment and fairness opinions, and followed the process set out under the Companies Act, 2013 and the Securities and Exchange Board of India Regulations.
Based on the independent appraiser’s report, the Board has approved the swap ratios for the proposed merger as follows:
- For every 10 shares of Tata Steel Long Products Limited, 67 shares of Tata Steel Limited;
- For every 10 shares of The Tinplate Company of India Limited, 33 shares of Tata Steel Limited;
- For every 10 shares of Tata Metallics Limited, 79 shares of Tata Steel Limited; and
- For every 10 shares of TRF Limited, 17 shares of Tata Steel Limited.
The proposed merger will improve management efficiency, drive sharper strategic focus and increase agility across the business based on the strong parental support of Tata Steel’s leadership. In line with Tata Steel’s long term strategy, consolidation of downstream operations will enable the growth of the value added segment by leveraging Tata Steel’s nationwide marketing and sales network. The merger will also drive synergies through raw material security, centralized procurement, inventory optimization, reduced logistics costs, and better utilization of facilities. Once completed, there will be further opportunities towards reducing overhead and corporate costs. Any proposed merger will increase shareholder value.
The boards of all combining companies have also considered the proposal following due process and unanimously approved the merger.
The proposed merger is also part of Tata Steel’s ongoing journey to simplify the group holding structure. Since 2019 Tata Steel has reduced 116 associates (72 subsidiaries are no longer in existence, 20 Associates and JVs have been eliminated and 24 companies are currently in liquidation).
Any incorporation scheme will now move on to a specified regulatory approval process, which includes approval by the stock exchange and the NCLT.
About Tata Steel
The Tata Steel Group is one of the top global steel companies with an annual raw steel capacity of 34 million tons per year. It is one of the most geographically diversified steel producers in the world, with operations and commercial presence worldwide. The Group recorded a consolidated turnover of US$32.83 billion in the financial year ending 31 March 2022.
A Great Place To Work CertifiedTM organization, Tata Steel Limited, together with its subsidiaries, associates and joint ventures, is spread across five continents with an employee base of more than 65,000. Tata Steel has been part of the DJSI Emerging Markets Index since 2012 and has consistently been among the top 10 steel companies in the DJSI Corporate Sustainability Assessment since 2016. In addition to being a member of ResponsibleSteelTM, Worldsteel Climate Action Program and World Economic Forum Global Parity Alliance, Tata Steel has won several awards and recognition including World Economic Forum Global Beacon recognition for Jamshedpur, Kalinganagar and IJmuiden Mills, and Prime Minister’s Cup for best performing integrated steel mill for 2016- 17. The company, which is ranked as the most valuable Metals & Mining brand in India by Brand Finance, is among CII Top 25 innovative Indian Companies in 2021 and top 10 sustainable organizations of India Hurun Research Institute in 2021 Capri Global Capital Hurun India Impact 50 , received Steel Sustainability Champion recognition from worldsteel for five consecutive years, ‘Most Ethical Company’ award 2021 from Ethisphere Institute, RIMS India ERM Award of Distinction 2021, Masters of Risk – Metals & Mining Sector award at The India Risk Management Awards during six years in a row, and the FY20 Award for Excellence in Financial Reporting from ICAI, among others.
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Head, Corporate Communications – Tata Steel