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NCLT Convened Meeting of the Equity Shareholders of Tata Steel Ltd. held on Tuesday, June 27, 2023 — Transcript

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7:51uh hi team can you please bring NSL Tech
7:54Support to open
11:33oh
11:34come on good morning
12:30hello Miss Sharma good morning
12:35good morning madam are you able to hear
12:38me yes yes I can hear you ah very
12:40interesting now it is
12:43so it's working
12:44that's good
12:46um
12:47are you still on it Puja
12:50yes my mom's there okay so I have no
12:53idea why it's working on the phone but
12:54not on the other devices
12:59all right I will
13:02I will keep on the phone right man okay
13:05thank you thank you I'll get out of all
13:08the other ones so you'll be wondering
13:10what's going on
13:14okay thanks Puja thank you are we uh are
13:18we public yet no we are not I can speak
13:20with you Sharma no be a public man oh
13:24okay so then we will keep quiet
13:27okay okay
29:03thank you
29:06[Music]
29:36[Music]
29:43foreign
29:50[Music]
29:59few mandatory announcements on safety
30:02for people present at the location of
30:04this meeting
30:05this premises has been sanitized and
30:07audited for safety protocol
30:09there are two exits in the front of the
30:11dice in case of an emergency kindly use
30:14the exits and assemble at the assembly
30:17point on the ground floor and await for
30:19the instructions please do not re-enter
30:22the premises
30:23dear shareholders good afternoon and
30:26welcome to the meeting of the equity
30:27shareholders of Tata steel Limited
30:30this meeting has been convened first
30:32went to the directions of The Honorable
30:33National company law terminal Mumbai
30:36bench
30:37in the matter of scheme of amalgamation
30:39of Tata steel limited and Tata steel
30:41long products limited on their
30:43respective shareholders in terms of the
30:46directions of the Honduran nclt this
30:48meeting is being conducted over
30:50audiovisual means my name is parvatism
30:53kanchenadam and I am the company
30:55secretary and chief legal officer
30:56corporate and compliance of the company
30:59I would like to take you through certain
31:00details relating to your participation
31:03at this meeting
31:05the facility of joining this meeting
31:07through audiovisual means is being made
31:09available for members on first come
31:11first basis
31:13all members who have joined this meeting
31:15are by default placed on mute mode by
31:18the host to avoid any disturbance
31:20arising from the background noise and to
31:22ensure smooth and seamless conduct of
31:25the meeting
31:26once we commence the Q a session the
31:29chairman will sequentially announce the
31:30names of shareholders who have conveyed
31:33the desire to speak at this meeting upon
31:35being called The Host will give
31:37appropriate access to the concerned
31:39shareholder to speak
31:41before you comment speaking please be
31:44mindful of the following
31:46use the earphones so that the narrative
31:48is clearly audible to all participants
31:51remember to minimize noise in the
31:54background
31:54ensure that you have strong Wi-Fi
31:56connection and the same is not connected
31:58to any other devices
32:00ensure that no other background
32:02applications are running on the device
32:04that you are connected from and remember
32:07to switch on the video and ensure that
32:09you have adequate background lighting at
32:12your place if you are unable to join
32:14through video for any reason request you
32:16to speak through audio means
32:19if the speaker shareholder has a
32:20connectivity problem we will call on the
32:23next speaker to join once the
32:25connectivity improves the speaker
32:27shareholder May again be called to speak
32:29after all the other registered
32:31shareholders have spoken
32:35we request the shareholders to please
32:37keep their speech to three minutes and
32:39restrict their views comments questions
32:42only to the scheme for which this
32:44meeting has been convened during the
32:47course of the meeting shareholders
32:48facing technical difficulties May kindly
32:51contact the helpline number provided in
32:53the notice convening this meeting
32:56as you are aware the company's Act of
32:582013 and CV regulations provide for
33:01electronic coating accordingly the
33:04company has provided to its members the
33:06facility to cast their Road through the
33:08remote electronic coating system
33:10administered by nsdl facility for voting
33:14at the meeting is made available for
33:16members who have not cast their Road
33:18through remote electronic voting system
33:20and are participating in this meeting
33:22such members may please visit nsdl's
33:25e-voting website and cast their vote
33:27while continuing to watch the
33:30proceedings of this meeting
33:40practicing company secretaries have been
33:43appointed as the scrutinizers to
33:45scrutinize the votes cast at this
33:47meeting and through remote electronic
33:49voting process
33:50since the meeting is being held through
33:52audiovisual means and the resolutions
33:54forming part of the notice convening
33:56this meeting has already been to vote
33:58through the remote electronic coating
34:00the practice of proposing and seconding
34:03of resolution is not required and will
34:06not be followed in this meeting thank
34:08you for your attention vote you chairman
34:12thank you
34:14good afternoon shareholders
34:17I welcome you all to this special
34:19meeting of the shareholders of the
34:21company
34:22convened in terms of the directions of
34:25the honorable
34:27nclt Mumbai bench in the matter of the
34:31scheme of amalgamation amongst the Tata
34:33steel limited and Tata steel long
34:35products limited on their respective
34:38shareholders
34:39the board of directors of the company
34:42percent to the directions of The
34:44Honorable nclt who had already dated May
34:4716 2023
34:49has appointed me as a chairperson to
34:51preside over the proceedings of this
34:53meeting
34:54as the requisite for Quorum is present I
34:57now call the meeting to order
35:00many of our directors have joined
35:02through video conference
35:04so I am going to request them to
35:05introduce themselves
35:07Mr VK Sharma
35:12good afternoon
35:14shareholders my name is Vijay Kumar
35:17Sharma I am an independent director of
35:20the board of Tata steel Limited I am
35:22participating in this nclt convened
35:25meeting through video conference from
35:28Dubai
35:29thank you
35:30bharti ramola
35:37my name is
35:49thank you
35:51Monday
35:56Shaker you are in mute
36:03shekhar you are in mute can you unmute
36:05yourself
36:09yes sorry good afternoon shareholders my
36:12name is sheikha Monday
36:14I am an independent director on the
36:17board of Tata C Limited I am
36:19participating in the nclt convenient
36:22meeting through video conference from
36:24Pune thank you very much
36:30[Music]
36:34limited I am participating in this nclt
36:38convene meeting through video conference
36:40from my office in Bombay House Mumbai
36:43thank you
36:45Mr Noel Tata
36:47it's foreign
36:48are not present at the meeting due to
36:51other commitments
36:53with me present here or TV narendran C1
36:56MD and kaushik Chatterjee uh executive
36:59director and CFO and parvatism kanchana
37:02Company secretary and chief legal
37:04officer Mr subramanyam Vivek
37:11representing the secretary editors are
37:14also attending the meeting
37:18pursuant to the Surplus issued by the
37:20ministry of corporate Affairs The
37:22Honorable nclt has directed that the
37:24meeting be held through video conference
37:25or other audio visual means the format
37:28of this meeting is in compliance with
37:29the directions of the honorable nclt and
37:32the applicable circles issued by MCA in
37:35this regard
37:37as per the directions of The Honorable
37:39nclt the note is convening this meeting
37:41along with the statement in terms of
37:43Section 102 read with section 230.
37:47to section 232 of the companies act 2013
37:50the related rules there in the CB
37:53listing regulations secretarial
37:54standards and other applicable CB
37:56circulars the scheme of amalgamation and
37:59other relevant documents in connection
38:00with research scheme has already been
38:02sent to the shareholders through
38:03electronic means
38:04also in accordance with the directions
38:06of The Honorable nclt the advertisements
38:08containing the details of the meeting
38:09and new voting were duly published in
38:12English and Marathi newspapers
38:16the company has taken the requisite
38:18steps enables shareholders to
38:19participate and vote on the resolution
38:21being considered at the meeting 3E
38:23voting and the companies also provided
38:25the facility of re of remote
38:28shareholders between June 23rd through
38:31June 26 to 2023
38:35the company has received 10 letters
38:37along with board resolutions from
38:39corporate shareholders appointing and
38:41authorizing Representatives under
38:43Section 113 of the companies act 2013 in
38:46respect of
38:47413 crore 19 lakh 10
38:51850 ordinary Equity shares representing
38:5533.81 percent of the total voting
38:57Capital since the physical ordinance of
39:00the shareholders is dispensed with the
39:02requirement for appointing proxies is
39:04not applicable
39:05the document that I've been referred to
39:07in the notice are open for inspection in
39:09electronic mode
39:13um
39:15since the notice is already circulated
39:18all the members I take the notice
39:19convening the meeting
39:22uh as read
39:24we are here to consider and seek the
39:27shareholders approval on the scheme of
39:29the amalgamation amongst the Tata steel
39:31limited and Tata steel long products
39:32limited and their respective
39:34shareholders
39:39the amalgamation
39:41will bring a lot of synergy
39:45and it will bring sharper Focus
39:48and more efficient Capital allocation
39:51and consolidate our Market Market
39:53presence under a single Unified
39:58brand
40:00accordingly
40:02on September 22nd 2022 the board of
40:05directors of both the companies approved
40:07the proposed
40:08amalgamation and the scheme has received
40:11the approval of the sebi and the BSC
40:14limited and NSE
40:16of India Limited
40:18the scheme is currently pending with the
40:20honorable nclt bench which has directed
40:23the company to convene this meeting to
40:24seek the approval of the shareholders
40:27I would now like to request the
40:29shareholders to express their comments
40:31since this is a
40:33single
40:36resolution single agenda meeting I would
40:40request you to keep your comments only
40:42to this particular aspect
40:45as you know Tata steel has been going
40:48through a major simplification and
40:50consolidation exercise
40:52and there are three other similar
40:55proposals
40:57of different subsidiaries for which we
41:00will have
41:02special meetings
41:04under the direction of nclt in the
41:06coming
41:07weeks
41:09and then we also have the company AGM
41:12for the financial year coming up
41:14so I would really request you to focus
41:16only on this
41:18particular resolution and any questions
41:20you may have
41:22with that now I request Miss Arun Kumar
41:25bopanna
41:27as the first speaker
41:37good morning sir
41:39good morning morning
41:41good morning good morning good morning
41:42to everybody sir making good choices
41:45endless process and a continuous
41:47commitment of status which I appreciate
41:50and this merger will give scale and
41:52Empower with quality over quantity while
41:54maintaining Tata standards or just
41:56growth in sector my questions what is
42:00the cost and timeline for this measure
42:01through this mclg meeting
42:03how will the staff be absorbed vrs or
42:06more advisory roles will this merger
42:09result in multiple staff members doing
42:10the same job
42:12will this merger gain market share
42:14reduce cost of operations expand to new
42:16territories grow revenues and increase
42:18profits increase the wealth of
42:21shareholders how will it do that
42:24whatever impact on the reunion profit
42:27after this regrouping and
42:30reclassification
42:32and I'm sure this is the right time
42:34because there is increased capital
42:36outlay in urban infrastructure in India
42:38with our new 50 airports coming in the
42:40country
42:41so this merger is done with enthusiasm
42:44for a great cause to develop a new
42:45Avatar
42:47should have its own place under the sun
42:48with strong regard for the honor of Tata
42:50group and Tata steel I support this
42:53measure wholeheartedly thank you very
42:55much sir
42:56thank you
42:57thank you
43:07hello
43:11yes
43:16oh hello
43:18yes yes please yeah good good afternoon
43:21respected chairman board of directors
43:23fellow shareholders my name is
43:26Elder of Tata steel limited I have
43:29joined this meeting from my residence
43:30Kolkata thanks to our label and CLT at
43:33nclt Mumbai has given a chance to share
43:36the meeting by the company chairman and
43:38generally in Calcutta we find that a
43:40ncltic Calcutta finds their own people
43:42as chairman of the meeting but in nclt
43:46Mumbai has given a chance to the
43:47complete chairman who knows a day-to-day
43:49thing and everything of the company and
43:52you can handle that scenario and I
43:54thanks to the company secretary and its
43:55team for excellent job to help the
43:58investors to join this meeting sir
44:01merger impact sir
44:03one side I can say that merger is not
44:07good on another side once I can say that
44:09merger is right but recently you in last
44:12four year five years you have to add a
44:15invested 20 000 crude rupees in tata
44:18still long to buy the USA Martin and the
44:22nilanchal so in my view let them there
44:26let let the data still stay long should
44:29be strong like as a Tata bhushan you
44:32have waited for four years after
44:33acquired the Tata Busan from nclt we
44:36have waited for four years to merge with
44:38attached team and then you have much the
44:42Tata bhushan into Tata steel so that you
44:45have to do in a Tata steel log that you
44:47have to given a chance to the company
44:49should be strong because I have seen on
44:51TV that quick fields of nilanchal has
44:53made the Diwali without Festival of
44:56Diwali they made the Diwali Festival
44:58when you have opened the plant an entire
45:01colony of intellectual was very happy
45:03and they had to put the Garland on the
45:06photo of our beloved
45:08that company has bought by the
45:12foreign
45:29and sir how many number of employees
45:31will be benefited after merger that a
45:34Tata steel long product with that data
45:37steel and this merger will help the Tata
45:41Shield to increase the market
45:42capitalization and market share and just
45:46now you have given a remarks that after
45:49this exam the four EDM will be also held
45:52when the nclt will give the time to hold
45:54the idiom for Tata steel and all the
45:57other different company that means you
45:59will merge five companies in tata steel
46:01and Company will become a strong more
46:04strong company and we wish to success
46:07your vision and dream to wake a number
46:10one company in the country in every
46:13aspect because the steel demand will go
46:15up in future
46:17and but think about our view about to
46:21make a give a chance to make a strong
46:24Tata steel long as a strong independent
46:27company before March thank you sir
46:31hello
46:46yes thank you
46:58thank you
47:01um
47:23and also my fellowship is a video
47:25conference Namaste my name is
47:33about the company performance and also
47:36I'm welcoming this ncert decision strong
47:39decision we always take very good
47:41decision uh Mr Bo I agree with Mr
47:43bopanna the earlier speaker whatever you
47:47are doing sir you are doing the welfare
47:49of the company
47:52sir we strongly support your decisions
47:55sir
47:57receive the notice and also speakers
48:00also a very smooth very conducted I'm
48:05very happy sir and also sir my I would
48:07like to uh
48:42[Music]
49:09thank you
49:14thank you
49:25hello
49:30yes ma'am please okay good afternoon
49:33chairman sir
49:35and board of directors and my
49:37co-shareholders attending the E meeting
49:40first of all I would like to thank to
49:42the secretary department for allowing me
49:44to join as speaker in this meeting
49:47sir my only queries
49:50how
49:52and to what extent this merger will
49:55benefit the shareholders
49:57please explain
49:58thank you
50:00for allowing me
50:04Mr dejan
50:17we seem to be missing Mr jayachand
50:20Mr Gautam tiwari
50:35I I hope you can listen Mr now yeah
50:39yes sir and my video I'll
50:44I have started my videos
50:47yeah please start here yes sir so once
50:51again very very good morning to you sir
50:52after seeing you we are very happy sir
50:54we have take I have taken out the time
50:56from all my busy schedule just to attend
51:00this meeting and to see you and
51:01parvatism sir and all of that and all
51:04excellent directors we are so happy I am
51:07British uh I mean a good day to all the
51:11eminent board of directors including you
51:13and team uh our team of Tata steel
51:17limited and Tata steel long products
51:20also limited I am a shareholder both
51:22ways there so even those shareholders it
51:25is
51:26it is a culture of our Tata to absorb
51:31weaker section into stronger sections so
51:34that weaker section people don't suffer
51:36and stronger section
51:38can take care of it and benefit both the
51:43company shareholders precisely this is
51:45what has been done with Tata steel long
51:47products here DSC it uh I would like to
51:51straight away go for the few things of
51:54course already ask some of them so how
51:58much will be the stamp Duty and other
51:59expenses and the total cost involved
52:01with this along with the time duration
52:04required to for the total merger and
52:08sir uh how the stuff both companies stop
52:12how are we going to accommodate I think
52:14none of the stuff will suffer I'm very
52:16sure and post merger in the how much
52:19time it will require for Tata steel to
52:21benefit and the merger ratio sir is very
52:24good uh 10 shares to 61 shares from face
52:28value of rupees 10 of Tata steel long
52:30product to one rupee of work data steel
52:32and Tata silver
52:34one minute sir please please pay
52:37attention sir tatas you have given turn
52:40around given all the Tata group of
52:43companies I am very sure Tata steel is
52:45going to attend better and better
52:47Heights and tatas in Long products
52:49shareholders will be benefited like
52:51anything along with this merger and in
52:54the days to come so I support this
52:57merger wholeheartedly and wish you all a
53:00very bright and shiny picture along with
53:01the healthy will then best of the life
53:03ahead with you sir you are one of the
53:06best of the things in the world which
53:08which we would always like to be there
53:10along with you thank you very much sir
53:11God bless you with the with the total uh
53:15relief and put tonight thank you very
53:17much
53:28hello am I audible yes sir okay good
53:33afternoon sir board of directors and uh
53:36my fellow shareholders attending this
53:38nclt health meeting
53:40uh thank you to the company secretary
53:43and uh please stop for inviting me to
53:46speak some views in front of the
53:49directors and the chairman
53:52uh at least half is so good
53:55they contacted many times to me and
53:57conveyed the message to join the meeting
53:59in time and thank you for that my query
54:04is that uh what is the impact
54:08after the merger on the Share value in
54:11the market share value of our company
54:14Tata steel Limited as the equity will be
54:18increased
54:19and our share it price is uh at around
54:22110 12 around at this time
54:27so what will be the impact after the
54:31merger on the Share value in the market
54:34thank you very much to the company
54:36secretary and his staff for supporting
54:39this meeting
54:41and thank you all the best for the
54:43merger
54:55can you help me sir yes sir thank you
54:58can you see me
55:00I will be able to see you once you start
55:02talking
55:04now you can see me
55:06yeah
55:07thank you sir thank you to give me the
55:09chance to speak with you
55:10for a long time we have to see new
55:13yeah
55:21Management Services
55:26[Music]
55:30company
55:49organizations
56:00foreign
56:36foreign
56:45[Music]
57:18Kumar Pathak
57:22we seem to be missing Mr Pathak
57:36we seem to be missing Mr Shah
57:43missing Mr Anil parekh
57:53Anil parekh hello yes am I audible sir
57:58yeah
58:00uh good morning chandrasekharanji I hope
58:03you are safe and sound at your end and I
58:07uh extend my whole alerted support for
58:10today's resolution
58:11sir I am sure that whatever outcome will
58:16come will be benefited to all the
58:19minority surrounders also
58:21my only grievancy is when everything has
58:25been opened up why you are avoiding us
58:28shareholders participation in physical
58:31meeting
58:31sir my humble request to you is kindly
58:35see to it that next time it should be a
58:37physical meeting that is our fundamental
58:40right
58:41so please do it at your earliest thank
58:43you for present hearing
58:48prakash Jindal
58:51we seem to be missing Mr Jindal
58:55Mr Bimal Kumar Agarwal
59:10Bimal Agarwal
59:15Mr Agarwal seems to be facing network
59:18issues
59:19Kamal Kishore Java
59:34uh
59:43um foreign
59:51[Music]
1:00:03[Music]
1:00:23thank you
1:00:35whatever
1:00:37oh yeah hello inspector chairman good
1:00:41morning
1:00:54thank you very much thank you very much
1:01:01for today no question please support
1:01:04English illusions
1:01:13you know
1:01:15thank you very much
1:01:20thank you very much how is your health
1:01:25how is your health fine health is fine
1:01:27very very good
1:01:31yes sir thank you no question from my
1:01:34side sir thank you thank you okay with
1:01:38that we have come to the end of all the
1:01:40uh
1:01:41uh speakers are holders
1:01:44who wanted to give their comments
1:01:49more or less all the questions that have
1:01:52come from shareholders or with regard to
1:01:56how much is the cost of this merger
1:02:00what is going to be the timeline
1:02:02how many employees are there in the long
1:02:04products and what will happen to their
1:02:06jobs
1:02:07and what is the Synergy that we are
1:02:10expecting
1:02:12and uh
1:02:15what is the market reaction going to be
1:02:17what is the benefit going to be this is
1:02:19the these are the essence of all the
1:02:22questions
1:02:23first I think this cost for this
1:02:26transaction is going to be very nominal
1:02:27it should be less than less than 10
1:02:29crores
1:02:30a little or five crores below 10 crores
1:02:33that's the estimate
1:02:35and hopefully the nclt process will be
1:02:38completed on this transaction will be
1:02:42concluded this fiscal year
1:02:44and there are
1:02:462170 employees in the lung Products
1:02:49Company who will all be totally absorbed
1:02:52ah in tata steel Limited in fact it will
1:02:56be a it will be a business unit
1:02:59long products will be a business unit
1:03:01and it will have the autonomy
1:03:03uh uh in the
1:03:06Tata steel limited to be able to pursue
1:03:09aggressive growth which was a question
1:03:11that was asked by Mr Manoj Kumar Gupta
1:03:14but the synergy
1:03:17at the same time will also be available
1:03:21we will have the Synergy in multiple
1:03:24Dimensions we'll have the synergies in
1:03:25mining
1:03:27we will have a simplified group
1:03:29structure
1:03:30we will have a centralized procurement
1:03:33we will have a simplification
1:03:36of the Regulatory Compliance
1:03:40we will use a common distribution and
1:03:43channel pattern Network
1:03:45we will Leverage The Tata steel r d
1:03:47significantly for new product
1:03:48development
1:03:50so there are many
1:03:52things that are
1:03:55the strengths of Tata steel will all be
1:03:57leveraged
1:03:58in the new structure
1:04:01also the best practices from long
1:04:03products will be absorbed in the
1:04:05Tata Steel company
1:04:08and we expect a few hundred crores of
1:04:13operational synergy
1:04:15every year
1:04:17according to the company
1:04:20between now and the next 10 years at
1:04:22least
1:04:23and apart from that there will be a
1:04:26one-time saving that we expect of close
1:04:282000 crores
1:04:30so these are the
1:04:33benefits that will accrue
1:04:37and at the same time all these revenues
1:04:39on profits and cash flows should help
1:04:43the stock price but I cannot give
1:04:47what will be the real impact on the
1:04:50stock price
1:05:03then the
1:05:04next question or comment was that we
1:05:07should do a physical whole shareholder
1:05:10meeting and we have been receiving both
1:05:11requests there are people who live
1:05:13outside Bombay they want virtual board
1:05:16meeting
1:05:16virtual agms
1:05:18people in Bombay prefer physical agms
1:05:23Some people prefer hybrid so we will
1:05:26take all inputs and it is coming in
1:05:29every AGM and then we'll see what are
1:05:30the best course of action
1:05:33for next year
1:05:35Tata steel Bush and merger uh
1:05:41um
1:05:43has been reflected in the stock price
1:05:45the market cap has gone from around 80
1:05:49000 cores before to now close to 233
1:05:53000 crores
1:05:54it is reflected and
1:05:57also it is reflected in the p l
1:06:01statement and the cash flow statements
1:06:02and you will continue to see that in the
1:06:04coming years also
1:06:06I think those are the main questions and
1:06:08for which I've already answered
1:06:10with that now I would like to proceed to
1:06:13authorize
1:06:15the company secretary Mr parvatism
1:06:17kanchana then
1:06:18to conduct the voting procedure and
1:06:21conclude the meeting the e-voting
1:06:22facility will be open for the next 15
1:06:24minutes to enable the shareholders who
1:06:26have not already casted their vote
1:06:28to cast their votes
1:06:31the results of the voting will be
1:06:33announced in the next two days
1:06:36and the same would be intimated to both
1:06:38the stock exchanges
1:06:40as well as uploaded in the website of
1:06:43the company as well as that of nsdl
1:06:45I thank all the shareholders for taking
1:06:47time to participate in the meeting offer
1:06:50their comments and also support the
1:06:52company
1:06:54I thank the director is also making time
1:06:56for this special meeting
1:06:58and with the consent of all the
1:07:00shareholders I the management and the
1:07:03board members
1:07:04would leave the meeting now
1:07:06thank you and looking forward to meeting
1:07:09you in the subsequent meetings thank you
1:22:18good afternoon the electronic coating
1:22:21was kept open for 15 minutes as
1:22:24announced by the chairman we now close
1:22:26the electronic coating process I
1:22:28confirmed that the requisite Quorum was
1:22:30present throughout the meeting
1:22:32the results of the meeting will be
1:22:33announced within two working days of the
1:22:36conclusion of this meeting with this I
1:22:38declare the meeting as closed thank you

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