TSIL/SE/2018-19/41

December 14, 2018

The Secretary, Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001

Scrip Code: 513010

Dear Sir/Madam ,

G TATA

The Manager- Listing Department National Stock Exchange of India Ltd "Exchange Plaza", 5th Floor, Plot No. C/1 , G Block , Bandra-Kurla Complex, Bandra (East) , Mumbai 400 051

S mbol : TATASPONGE

Sub: Proceedings and details of Voting Results of the Extraordinary General Meeting of Tata Sponge Iron Limited ("the Company")

Pursuant to Regulation 30 read with Schedule Ill to the SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015 , please find enclosed the details regarding the proceedings of the Extraordinary General Meetmg ("EGM") of the Company held on Friday, December 14, 2018 at 10.30 a.m. at Lake View Officers' Recreation Centre , TSI L Township Joda, Dist- Keonjhar, Od1sha- 758034

Further, pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015 , we are submitting herewith the details regarding the voting results of the business transacted at the EGM in the prescribed format

Also pursuant to section 108 of the Companies Act , 2013 and the rules framed thereunder, a consolidated report of the Scrutinizer is enclosed herewith .

The voting results along with the Scrutinizer's Report is also made available on the website of the Company i.e. www.tatasponge.com and on the website of National Securities Depository Limited i e www.evoting.nsdl.com.

This is for your Information and records .

Yours faithfully ,

For Tata Sponge Iron Limited

Sanjay Kasture Chief Risk & Compliance Officer and Company Secretary

Encl. as stated above

Tata Sponge Iron Limited PO Joda Dist Keonjhar Odisha 758 034 India

Tel +91 6767 278178 Fax 278159 Email info@tatasponge.com CIN No. L271020R1982PLC001091

G TATA

A) DETAILS OF THE .PROCEEDINGS OF THE MEETING

Sr. Particulars Details No.

1 Date of the EGM

2 Total Number of shareholders as on Cut-off date i.e. December 07, 2018

Extraordinary General Meeting­Friday, December 14,2018

44,362

3 No. of Shareholders present in the meeting in person :

Promoters and promoter Group

Public:

4 No. of shareholders attended the meeting through Video Conferencing:

Promoters and Promoter Group

Public

B) RESULTS

Sr. Agenda No.

1. Increase in Borrowing Limits

2. Creation of Charges

3. Increase in the Authorised Share Capital of the Company and consequent amendment of capital clause in the Memorandum and Articles of Association of the Company

4. Issue, offer and allotment of 11 .30% Non-Convertible Redeemable Preference Shares on private

11 placement basis to Tata Steel

Limited

Resolution required

(Ordinary/ Special)

Special

Special

Special

Special

32

Not Applicable

Mode of Voting

E-voting and Ballot Form at the EGM

E-voting and Ballot Form at the EGM

E-voting and Ballot Form at the EGM

E-voting and Ballot Form at the EGM

Tata Sponge Iron Limited PO Joda Dist Keonjhar Odisha 758 034 India

Tel +91 6767 278178 Fax 278159 Email info@tatasponge.com CIN No. L271 020R1982PLC001 091

Remarks

The resolution was passed

with requisite majority

The resolution was passed

with requisite majority

The resolution was passed

with requisite majority

The resolution was passed

with requisite majority

TATA SPONGE IRON LIMITED Resolution (1)

Resolution required : (Ordinary I Special) !SPECIAL

Whether promoter/ promoter group are interested in the agenda/resolution ? INO . I Increase in the borrowing lim its

0/o of Votes %of 0/o of

Total No. of No. of votes Polled on No. of Votes - No. of Votes -Votes in Votes

Invalid Promot er/ Publ ic Mode of Voting

Shares Held polled outstanding in favour aga inst favour on against on

Votes shares

votes votes polled polled

[1] [2] [3]-[(2)/(1)]

[4] [5] [6] - [(4)/ [7] - [(5)/ [8] * 100 (2)1 * 100 (2)1*100

E-Voting 8393554 100.00 8393554 0 100.00 0.00 0

Poll 0 0.00 0 0 0.00 0.00 0 1 Promoter and Promoter Group 8393554

0 0.00 0 0 0.00 0.00 0 Postal Ballot (i f appl icable)

Total 8393554 100.00 8393554 0 100.00 0 .00 0 E-Voting 609281 55.89 236795 372486 38.86 61. 14 0 Pol l 0 0.00 0 0 0.00 0 .00 0

2 Public - I nsti tut iona l holders 1090062 0 0.00 0 0 0 .00 0 .00 0 Posta l Ba llot ( if applicable)

Total 609281 55 .89 236795 372486 38 .86 61.14 0

E-Voting 49564 0.84 49264 300 99 .39 0 .61 0

Poll 1448 0.02 1448 0 100 .00 0 .00 0 3 Public-Others 59 16384

0 0 .00 0 0 0 .00 0 .00 0 Postal Ballot ( if app licable) Total 51012 0 .86 5071 2 300 99.41 0.59 0 E-Voting 9052399 58 .78 8679613 372786 95.88 4.12 0 Pol l 1448 0 .01 1348 0 100.00 0.00 100 Postal Ballot (i f app licable) 0 0 .00 0 0 0.00 0.00 0

Tota l Total 15400000 9053847 58 .79 8680961 372786 95.88 4.12 100

TATA SPONGE IRON LIMITED Resolution (2) .

Resolution required: (Ordinary I Special) SPECIAL

Whether promoter/ promoter group are interested in the agenda/resolution? INO

Creation of Charges

0/o of Votes 0/o of 0/o of

Total No. of No. of votes Polled on No. of Votes No. of Votes Votes in Votes

Invalid Promoter/Public Mode of Voting

Shares Held polled outstanding in favour against favour on against

Votes shares

votes on votes polled polled

[1] [2] [3]-[(2)/(1

[4] [5] [6]-[(4}/ [7]-[(5)/

[8] )1*100 (2)1*100 (2)1*100

E-Voting 8393554 100.00 8393554 0 100.00 0.00 0

Poll 0 0.00 0 0 0 .00 0.00 0 1 Promoter and Promoter Group 8393554

0 0 .00 0 0 0 .00 0 .00 Postal Ballot (if applicable) 0

Total 8393554 100.00 8393554 0 100.00 0 .00 0

E-Voting 609281 55 .89 236795 372486 38.86 61 .14 0

Poll 0 0 .00 0 0 0 .00 0 .00 0 2 Public - Institut ional holders

Postal Bal lot (if applicable) 1090062

0 0 .00 0 0 0.00 0 .00 0

Total 609281 55 .89 236795 372486 38.86 61.14 0

E-Voting 49418 0 .84 49173 245 99.50 0 .50 0

Poll 1448 0 .02 1448 0 100.00 0.00 0 3 Public-Ot hers 5916384

0 0 .00 0 0 0 .00 0 .00 Postal Bal lot (i f applicable) 0

Total 50866 0.86 50621 245 99 .52 0.48 0 E-Voting 9052253 58 .78 8679522 372731 95.88 4.12 0 Poll 1448 0 .01 1348 0 100.00 0.00 100 Postal Ballot (i f appl icable) 0 0 .00 0 0 0.00 0.00 0

Tota l Total 15400000 9053701 58.79 8680870 372731 95.88 4 .12 100

TATA SPONGE IRON LIMITED Resolution (3)

Resolution req uired: (Ordinary I Special) SPECIAL

Whether promoter/ promoter group are interested in the agenda/resolution? NO

Increase in the Authorised Share Capital of the Company and consequent amendment of capital clause in the Memorandum and Articles of Association of the Company

0/o of 0/o of 0/o of

Total No. of No. of votes Votes

No. of Votes No. of Votes Votes in Votes

Promoter/Public Mode of Voting Polled on favour on against Invalid

Shares Held polled in favour against Votes outstandi votes on votes ng shares polled polled

[1] [2] [3]-[(2)/

[4] [5] [6]-[{4}/ [7]-[(5)/ [8] (1)1*100 (2)1*100 (2)1*100

E-Voting 8393554 100.00 8393554 0 100 .00 0.00 0

Poll 0 0.00 0 0 0 .00 0.00 0 1 Pro moter and Promoter Group 8393554

0 0 .00 0 0 0.00 0.00 0 Postal Bal lot (i f appl icable) Total 8393554 100 .00 8393554 0 100.00 0 .00 0

E-Voting 609281 55 .89 609281 0 100.00 0 .00 0

Poll 0 0 .00 0 0 0 .00 0.00 0 2 Public - Inst itut ional holders 1090062

0 0 .00 0 0 0.00 0 .00 0 Postal Bal lot (if appl icable) Total 609281 55.89 609281 0 100.00 0 .00 0

E-Voting 49568 0 .84 49343 225 99.55 0.45 0

Poll 1448 0.02 1448 0 100.00 0 .00 0 3 Pub I ic-Ot hers 5916384

0 0 .00 0 0 0.00 0.00 0 Postal Ballot (i f applicable) Total 51016 0 .86 50791 225 99 .56 0.44 0 E-Voting 9052403 58.78 9052178 225 99.99 0 .01 0 Poll 1448 0.01 1348 0 100.00 0 .00 100 Postal Bal lot ( if applicable) 0 0.00 0 0 0 .00 0.00 0

Total Total 15400000 9053851 58.79 9053526 225 99.99 0.01 100

TATA SPONGE IRON LIMITED Resolution ( 4)

Resolution required: (Ordinary I Special) I SPECIAL Whether promoter/ promoter group are interested in the agenda/resolution? YES

Issue, offer a nd allotment of 11.30°/o Non-Convertible Redeemable Preference Shares on private placement basis to Tata Steel Limited

Ofo of Votes 0/o of 0/o of

Total No. of No. of votes Polled on No. of Votes No. of Votes Votes in Votes

Invalid Promoter I Public Mode of Voting favour on against

Shares Held polled outstanding in favour against Votes shares

votes on votes polled polled

[1] [2] [3]=[(2}/(1

[4] [5] [6]=[(4)/ [7]=[(5}/ [8] )] * 100 (2)] *100 (2)] * 100

E-Voting 8393554 100.00 8393554 0 100.00 0 .00 0

Poll 0 0 .00 0 0 0.00 0 .00 0 1 Promoter and Promoter Group 8393554

0 0 .00 0 0.00 0.00 0 Postal Bal lot (if applicable) 0 Total 8393554 100.00 8393554 0 100 .00 0.00 0

E-Voting 609281 55 .89 609281 0 100.00 0 .00 0

Poll 0 0 .00 0 0 0 .00 0.00 0 2 Public - Institutional holders 1090062

0 0 .00 0 0 0.00 0.00 0 Postal Ballot (i f applicable) Total 609281 55 .89 609281 0 100.00 0.00 0

E-Voting 49568 0.84 49358 210 99 .58 0.42 0

Poll 1448 0.02 1448 0 100.00 0.00 0 3 Public-Others 5916384

0 0 .00 0 0 0 .00 0.00 0 Postal Ballot (i f applicable) Total 51016 0 .86 50806 210 99.59 0.41 0 E-Voting 9052403 58 .78 9052193 210 99.99 0.01 0 Poll 1448 0.01 1348 0 100.00 0.00 100 Postal Ba llot (if applicable) 0 0 .00 0 0 0.00 0.00 0

Total Total 15400000 9053851 58.79 9053541 210 99.99 0.01 100

us N. ~ & Associates ~.s~

159, Rabindra Sarani, 9th Floor Kolkata- 700 007

Phone: +91-33-4601-3950 E-mail : kothari.navin@yahoo.com

SCRUTINIZER 'S RKPORT

I Pursuant to section I 08 or the Companies Act, 2013 and Rule 20 or Compan ies (Management and Administration) Rules. 20 14 (as amended) I

To 'I he Board of Directors TATA SPONGE IRON LIM ITED (CIN): L271020R1982PLC001091 J>.O .JODA,DJST: KEON.JHAI~ ODISIIA-758034

])car Sir.

Subject: Consolidated Report of Scrutin izer for l(xtraordinary Gcncntl Meeting of the shareholders of Tata Sponge Iron Li mi ted held on Friday, Hcccmhcr 14, 2018 at 10:30 a.m . (IST) at Lake View Officers' Recreation Centre, TSIL Township, .Joda, Dist - Kcon,jhar, Odisha -- 758 034

Pursuant to the resolution passed by the 13oard of Directors of Tata Sponge Iron Limited, I Navin Kothari, Proprietor of N.K. & ASSOC IATES, Practicing Company Secretaries have been appointed as a Scrutinizer to recei ve, p rocess and scrutinize the remote e-voting process and physical ballot forms rece ived from the Shareholders at the Extraordinary Cenera l Meet ing ("FCM") as mentioned under Ru le 20 of the Companies (Management and Adm inistratio n) ]>ules, 2014 (as amended).

In terms of Reg ulation 44 of the SEBI (Listing Obligation~ <J nd disclosure Requirements) Regu lations, 2015 and purs uant to section 108 of the Companies Act 2013 read with f\ulc 20 of the Companies (Management and Administration) Rules, 2014, in connection with the resolution proposed in the ECM held on f<ricla y, December 14, 2018, the Compz111y had provided remote e-voting and facility of voting by ballot to the shareholders of the Company who could not \ ' 01(' thrnur,h remote e-voting facility. The vo tin g was don(· in a fair an d transparent mannl'r and thereafter ascertaining the requi site rn c:,jority, carried ou~ as per the provision of the Companies Act, 201:1, on the resolutions approved at the l:xtraorclina ry General Meeting.

1. I submit my rept.)rl as under:

1

N.K. & ASSOCIATES Continuation sheet

cl . 1\s per the information provided to me, the company has completed the dispatch of Notice, along with the Attendance Slip and Proxy Form to the Members on November 19, 2018 whose name appeared in the Register of Members/ list of Beneficial Owners as on November 02, 2018.

b. The remote c-voting period remained open from 9.00 1\.M. on Tuesda y, December 11,2018 upto 5.00 l).M . on Thursday, December 1~, 2018.

c. The Shareholders holding shares as on the "cut off" date, i.e. December 07, 2018 were entitled to vote on the proposed resolutions as mentioned in the Notice of the Extraordinary General Meeting of the Company.

d . /\ftcr the announcement for conduct of voting through Ballot [)apcr by the Chairman, the ballot box was kept for the purpose of voting by shareholders who attended lhc EGM and could nol vole using rcmolc c -voling faciiily provided earlier.

c. The votes through c-voting were unblocked on Friday, December 14, 2018 at 11.50 a.m. in the presence of two witnesses, namely, Mr. Dipankar Biswas, and Mr. /\rnab Das, who arc not in employment of the Company .

f. l have downloaded a complete record of votes cast by electronic mode from National Securities Depository Limited (NSDI ,) the agency for providing and supervising electronic platform after it was closed by NSDI ,.

2. The rcsu It of the voting is as u ndcr:

2

N.K. & ASSOCIATES Continuation sheet

SPECIAL BUSINESS

a) Resolution 1 (SPECIAL RESOLUTION)

Increase in Borrowing Limits

Remote c-voting Voting at EGM Consolidated voting result

Number Number of Number Number Total Total Percentage

of shares for or of number number () 0 r votes to

Members votes cast Members shares of shares f'o total

voted who for members voles cast number of' voted( in votes voted votes cast person or cast by proxy)

Voted in favour of

66 8679613 21 the

1348 87 8680961 95.8815

Reso lution

Voted against the 16 372786 0 0 16 372786 4.1174 Resolution

lnvalid 0 0 100 100 0.0011

votes

Total 82 9052399 22 1448 104 9053847 100.00

3

b) Resolution 2

(SPECIAL RESOLUTION)

Creation of Charges

Remote e-voting Voting at EGM Consolidated voting result

Number Number of Number Number Total Total Percentage of shares for or of number number 0 or votes to Members votes cast Members shares of shares ro total voted who for members votes cast number or

voted(in votes voted votes cast person or cast by proxy)

Voted in favour or

65 8679522 21 1348 86 8680870 95 .8820 the Resolution

Voted against the 16 372731 0 0 16 372731 4.11 69 Resolution

Invalid votes

0 0 100 100 0.0011

Total 81 9052253 22 1448 103 9053701 100.00

4

c) Resolution 3

(SPECIAL RESOLUTION)

Increase in the Authorised Share Capital of the ComAany and consequent amendment of capita] dause in the Memorandum and rticles of Association of the Company

Remote e-voting Voting at EGM Consolidated voting result

umber Number or Number Number Total Total Percentage or shares !'or or ol' number number 0 of' \ Otes tO

Members votes cas t Members shares or shares I() total

voted who I(H' members votes cas t num ber () ,. voted(in votes voted votes cast person or cast by proxy)

Vo ted in f~t, · o ur of'

80 the

9052 178 21 1348 I 0 I 9053526 99.9964

Resolution

Voted against the "' 225 0 0 "' 225 0.0025 _) .)

Resolution

lm alid () () 100 100 (J.OO I 1

,·otes

I otal 83 9052403 22 1448 105 905385 1 I 00 .00

5

d) Resolution 4

(SPECJAL RESOLUTION)

Issue, offer and allotment of 11.30°;;, Non-Convertible Redeemable Preference Shares on private placem ent basis to Tata Steel Limited

Remote c-voting Voting at EGM Consolidated voting result

Number Number of Number Number Total Tota l Percentage

o f shares for or of number number 0 of votes to

Members votes cast Members shares of' shares to total

voted who fen members votes cast number or

voted( in votes voted votes cast person or cast by proxy)

Voted in favour or 81 9052193 21 the

1348 102 9053541 99.9966

Resolution

Voted against the 2 210 0 0 2 210 0.0023 Resolution

Invalid 0 0 100 100 0.001 1

votes

[ Total 83 9052403 22 1448 105 9053851 100.00

3. RESULT:

As t.hc number of votes cast. in favour of all t.hc resolutions arc more than vot.c cast. against. t.hc re solutions, I report. that. all t.hc resolutions as per t.hc Notice dated November 16,2018 h ave been passed by t.he shareholders oft.hc company by requisite majority.

6

4. The Registers, all other papers and relevant records relating to electronic voting shall remain in my safe custody until the Chairman considers , approves and signs the minutes of the aforesaid Extraordinary C cn cral Meeting and thereafter the same would be handed over to lhc Company Secretary of lhc Company.

I lhank you for the opportunity given lo act as a Scrutinizer.

Thanking You,

Yours faithfully,

For N. K. & ASSOCIATES Company Secretarie"S

1\Iv.v~ '<("'- ~""' (NAVIN KOTHARI) Proprietor

FCS NO. 5935 C.P.N0.3725

Place : .loda, Odisha Dated: 14.12.2018.

7

N.K. & ASSOCIATES Continuation sheet

We the undersigned have witnessed that the votes cast through remote e-voting and voti ng at the HIM venue were unblocked from NSDL ·s e-voting website wwvv.cvoting.nsdl.com in our presence on Friday, December 14, 2018 at 11 .50 a.m.

1/" ..... L .. rf' ~ . .... ~:--':~ ..................... .

Name: Mr. Dipankar Biswas /\duress: Mandakini Guest I louse

Jod a, Odisha

Place : Joda, Odisha Dated: December 14. 2018

Name: Mr. /\rnab Das /\duress: Janmotri Cucsl I louse

Joda, Odisha

7