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Reliance Power Limited Proxy Solicitation & Information Statement 2021

Jun 14, 2021

61812_rns_2021-06-14_54b47334-e6f5-4150-8517-0eec2446c286.pdf

Proxy Solicitation & Information Statement

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Reliance Power Limited CIN: L40101MH1 995PLC084687 Registered Office: Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001

1.· I .

Tel +91 22 4303 1000 Fax +91 22 4303 3166 www.reliancepower.co. in

June 14, 2021

The General Manager Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai 400 001 BSE Scrip Code: 532939

The Manager

National Stock Exchange of India Ltd. Exchange Plaza, C/1 , Block G Bandra - Kurla Complex, Bandra (East) Mumbai 400 051 NSE Symbol: RPOWER

Dear Sirs,

Sub.: Dispatch of Postal Ballot Notice

Pursuant to Regulation 30 and 44 of the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that dispatch of the Postal Ballot Notice and the Postal Ballot Form has been completed on June 14, 2021. The same is being sent to the members of the Company whose names appear in the Register of Members or the Register of Beneficial owners maintained by the depositories as of Friday, June 04, 2021 (Cut-off date) seeking their approval through Postal Ballot as per the requirements of Section 110 of the Companies Act, 2013 read with the Rules made thereunder.

The Company has engaged the services of KFin Technologies Private Limited, Hyderabad, Registrar and Transfer Agent of the Company, for providing e-voting facility. E-voting period commences on Wednesday, June 16, 2021 at 10.00 AM. and ends on Tuesday, July 13, 2021 at 5.00 P.M. The result of Postal Ballot will be announced on or before 5.00 P.M on Thursday, July 15, 2021 .

A Copy of Notice of Postal Ballot and Postal Ballot Form are enclosed. The Postal Ballot Notice and Postal Ballot Form are also available on the website of the Company at www.reliancepower.co.in

Yours Truly,

For Reliance Power Limited

. -

Mu rl i Manohar Purohit Vice President - Company Secretary & Compliance Officer

Encl.: As above

Reliance Power Limited

CIN: L40101MH1995PLC084687 Registered Office : Reliance Centre, Ground Floor 19, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001 Tel.: +91 22 4303 1000, Fax: +91 22 4303 3166 E-mail:[email protected], Website: www.reliancepower.co.in

Notice pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014

Notice is hereby given to the Members of Reliance Power Limited (the Company), for seeking consent of Members of the Company for transacting the special business by passing the following resolutions through Postal Ballot including Electronic Voting (e-voting) pursuant to Section 110 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Rules made there under, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force):

1. Issue of Equity Shares and/or Warrants on Preferential Basis:

To consider and, if thought fit, to give your assent or dissent to the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 23, 42, 62 and all other applicable provisions, if any, of the Companies Act, 2013 (the 'Act'), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended upto date ('SEBI (ICDR) Regulations'), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended upto date ('SEBI (LODR) Regulations'), as in force and subject to other applicable Rules / Regulations / Guidelines / Notifications / Circulars and clarifications issued thereunder, if any, from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India ('SEBI') and/ or any other competent authorities (hereinafter referred to as 'Applicable Regulatory Authorities') to the extent applicable, the Listing Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter called 'the Board' which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorised by the Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, the Board be and is hereby authorised on behalf of the Company to create, offer, issue and allot by way of preferential issue, from time to time, in one or more tranches, upto 59,50,00,000 equity shares of face value of 10/- each of the Company ('**Equity Shares**') and/or upto 73,00,00,000 warrants convertible into equivalent number of Equity Shares of the Company ('**Warrants**'), to Reliance Infrastructure Limited by conversion/appropriation of its existing debt, at a price of 10/- per equity share of the Company or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, in such manner and on such terms and conditions as are stipulated in the explanatory statement attached hereto and as may be determined by the Board in its absolute discretion in accordance with the SEBI (ICDR) Regulations and other applicable laws;

RESOLVED FURTHER THAT the minimum price of the Equity Shares and/or Warrants so issued shall not be less than the face value of the shares or price arrived at in accordance with Chapter V of the SEBI (ICDR) Regulations for preferential issue, being the highest of the following:

  • (a) the average of the weekly high and low of the volume weighted average price of the Company's shares quoted on the Stock Exchange (National Stock Exchange of India Limited, being the Stock Exchange with higher trading volumes for the said period) during the twenty six weeks preceding the 'Relevant Date'; or
  • (b) the average of the weekly high and low of the volume weighted average prices of the Company's shares quoted on the Stock Exchange (National Stock Exchange of India Limited, being the Stock Exchange with higher trading volumes for the said period) during the two weeks preceding the 'Relevant Date'; or
  • (c) ` 10/- per equity share.

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations, the 'Relevant Date' for the purpose of calculating the floor price for the Preferential Issue of Equity shares and/or Warrants be and is hereby fixed as Friday, June 11, 2021, being the date 30 days prior to the date of passing of the Special Resolution by Members.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Equity Shares under the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

  • (a) The Equity Shares to be allotted shall be fully paid up and rank pari passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.
  • (b) The Equity Shares including Equity Shares arising from the exercise of the Warrants shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI (ICDR) Regulations and be listed on the Stock Exchange(s) subject to receipt of necessary permission(s), sanction(s) and approval(s).

(c) The Equity Shares shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval(s) or permission(s) from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approval or permission.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Warrants and Equity Shares to be allotted on exercise of Warrants under the Preferential Allotment by conversion of outstanding debt shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

  • (a) The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, be entitled to apply for and be allotted one equity share against each Warrant.
  • (b) An amount equivalent to 25% of the Warrant Price shall be payable by conversion of outstanding debt at the time of subscription and allotment of each Warrant and the balance 75% of the Warrant Price shall be payable by the Warrant holder against each Warrant by conversion of outstanding debt at the time of allotment of Equity Shares, if and when the right attached to Warrant(s) to subscribe for the Equity Share(s) is exercised. The amount paid against Warrants shall be adjusted / appropriated against the issue price for the resultant Equity Shares.
  • (c) The Warrants shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Warrants is subject to receipt of any approval(s) or permission(s) from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approval or permission.
  • (d) The Warrants and the Equity Shares allotted pursuant to exercise of such Warrants shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI (ICDR) Regulations and be listed on the Stock Exchanges(s) subject to receipt of necessary permission(s), sanction(s) and approval(s).
  • (e) The price determined above and the number of Equity Shares to be allotted on conversion of the Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.
  • (f) The warrant holders shall be entitled to all future corporate actions including but not limited to issue of bonus / rights, if any, and the Company shall reserve proportion of such entitlement for the warrant holders.
  • (g) The right attached to Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be converted along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the Members, allot the corresponding number of Equity Shares in dematerialized form.
  • (h) The Equity Shares to be allotted on exercise of the Warrants shall be fully paid up and rank pari passu

with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.

(i) In the event the Warrant holder does not exercise the Warrants within 18 months from the date of allotment, the Warrants shall lapse and the amount paid at the time of subscription of the Warrants shall stand forfeited.

RESOLVED FURTHER THAT pursuant to the provisions of the Act, the name(s) of the proposed allottee(s) be recorded for the issuance of invitation to subscribe to the Equity Shares and/or Warrants and a private placement offer letter in Form No. PAS-4 together with an application form be issued to the proposed allottee(s) inviting them to subscribe to the Equity Shares and/or Warrants.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification(s) to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion may deem appropriate, without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and/or Warrants and listing thereof with the Stock Exchanges as appropriate, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification(s) to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of Directors or any other Director(s) or the Company Secretary or any other officer(s) of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolution."

2. Issuance of Foreign Currency Convertible Bonds

To consider and, if thought fit, to give your assent or dissent to the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 23, 41, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, and other rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), in accordance with the provisions of the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended upto date (the 'SEBI (ICDR) Regulations'), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended upto date (the 'SEBI (LODR) Regulations'), the Foreign Exchange Management Act, 1999, (the 'FEMA') including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof, or the rules and regulations issued thereunder, including the Foreign Exchange Management (Borrowing or Lending) Regulations, 2018, as amended, and the circulars or notifications issued thereunder including the Master Directions on External Commercial Borrowings, Trade Credits and Structured Obligations dated March 26, 2019, as amended vide the circular on External Commercial Borrowings (ECB) Policy – Rationalisation of End-use Provisions dated July 30, 2019 and as amended from time to time and the Master Direction on Reporting under Foreign Exchange Management Act, 1999 dated January 1, 2016, as amended, the Foreign Exchange Management (Debt Instruments) Regulations, 2019, (together the 'ECB Guidelines') as amended, the Depository Receipts Scheme, 2014, as amended (the '2014 Scheme'), the Framework for issue of Depository Receipts dated October 10, 2019 issued by the Securities and Exchange Board of India, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended (the '1993 Scheme'), the extant consolidated Foreign Direct Investment Policy, as amended and replaced from time to time and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, including any amendments, statutory modification(s) and / or re-enactment(s) thereof, and such other applicable statutes, rules, regulations, guidelines, notifications, circulars and clarifications issued/ to be issued thereon by the Government of India, Ministry of Finance (Department of Economic Affairs), Department for Promotion of Industry and Internal Trade, Ministry of Corporate Affairs, the Reserve Bank of India ('RBI'), the Securities and Exchange Board of India ('SEBI'), BSE Limited and National Stock Exchange of India Limited (together the 'Stock Exchanges'), and/ or any other regulatory/ statutory authorities under any other applicable law, from time to time (hereinafter singly or collectively referred to as the 'Appropriate Authorities'), to the extent applicable and subject to the term(s), condition(s), modification(s), consent(s), sanction(s) and approval(s) of any of the Appropriate Authorities and guidelines and clarifications issued thereon from time to time and subject to such conditions and modifications as may be prescribed by any of them while granting such approval(s) consent(s) and sanction(s), which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the 'Board', which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute, to exercise its powers including powers conferred by this resolution or any person authorised by the Board or its committee for such purpose), approval of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot in one or more tranches of private or public offerings (including on preferential allotment basis) in international markets, through prospectus/ offer letter/ offering circular or other permissible/requisite offer documents, Foreign Currency Convertible Bonds and/or any other similar securities which are convertible or exchangeable into equity shares and/or preference shares and/or Global Depositary Receipts (GDRs) and/or American Depositary Receipts (ADRs) and/or any other financial instrument(s)/ securities convertible into and/or linked to equity shares of the Company ('Securities') at the option of the Company and/ or the security holders denominated and subscribed to in foreign currency by eligible persons as determined by the Board in its discretion including persons who are not holders of equity shares of the Company, whether unsecured or secured by creation of charge/encumbrance on the assets of the Company, in such manner and on such terms and condition(s) or such modification(s) thereto as the Board may determine in consultation with the Lead Manager(s) and/or Underwriters and/or other advisors, subject to applicable law, for an aggregate amount not exceeding fifty per cent of the then net-worth of the Company.

RESOLVED FURTHER THAT in the event of issuance of FCCBs, pursuant to the provisions of the 1993 Scheme and other applicable pricing provisions issued by the Ministry of Finance or any other authority, the relevant date for the purpose of pricing the Securities to be issued pursuant to such issue shall be the date of the meeting in which the Board decides to open such issue after the date of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to appoint merchant bankers, underwriters, depositories, custodians, registrars, trustees, bankers, lawyers, advisors and all such agencies as may be involved or concerned in the issue and to remunerate and also to enter into and execute all such arrangements, contracts/ agreements, memorandum, documents, etc., with such agencies, to seek the listing of the Securities on one or more stock exchange(s) as may be required.

RESOLVED FURTHER THAT in case of any offering of Securities convertible into equity shares, consent of the shareholders be and is hereby given to the Board to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion, redemption or cancellation of any such Securities referred to above in accordance with the terms of issue/ offering in respect of such Securities and such equity shares shall rank pari passu with the existing equity shares of the Company in all respects and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and be listed on the stock exchanges where the equity shares of the Company are listed, except as may be provided otherwise under the terms of issue/offering and in the offer document and/or placement document and/or offer letter and/or offering circular and/or listing particulars.

RESOLVED FURTHER THAT the Board be and is hereby authorised to offer, issue and allot the Securities or any/ all of them, subject to such terms and conditions, as the Board may deem fit and proper in its absolute discretion, including terms for issue of additional Securities and for disposal of Securities which are not subscribed to by issuing them to banks/ financial institutions/ mutual funds or otherwise.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and take all such steps as may be necessary including without limitation, the determination of the terms and conditions of the issue including timing of the issue(s), the class of investors to whom the Securities are to be issued, number of Securities, number of issues, tranches, issue price, interest rate, listing, premium/ discount, redemption, allotment of Securities and to sign and execute all deeds, documents, undertakings, agreements, papers and writings as may be required in this regard including without limitation, the private placement offer letter (along with the application form), information memorandum, disclosure documents, placement document, placement agreement and any other documents as may be required, and to settle all questions, difficulties or doubts that may arise at any stage from time to time.

RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of equity shares or Securities or instruments representing the same, as described above, the Board be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, the determination of terms and conditions for issuance of Securities including the number of Securities that may be offered and proportion thereof, timing for issuance of such Securities and shall be entitled to vary, modify or alter any of the terms and conditions as it may deem expedient, entering into and executing arrangements for managing, underwriting, marketing, listing, trading and providing legal advise as well as acting as depository, custodian, registrar, stabilizing agent, paying and conversion agent, trustee, escrow agent and executing other agreements, including any amendments or supplements thereto, as necessary or appropriate and to finalize, approve and issue any document(s), including but not limited to prospectus and/or letter of offer and/or circular, documents and agreements including filing of such documents (in draft or final form) with any Indian or foreign regulatory authority or stock exchanges and sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and take all steps which are incidental and ancillary in this connection, including in relation to utilization of the issue proceeds, as it may in its absolute discretion deem fit without being required to seek further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any director(s), committee(s), executive(s), officer(s) or representatives(s) of the Company or to any other person to do all such acts, deeds, matters and things and also to execute such documents, writings etc. as may be necessary to give effect to this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to seek any approval that is required in relation to the creation, issuance and allotment and listing of the Securities, from any statutory or regulatory authority or the stock exchanges. Any approvals that may have been applied for by the Board in relation to the creation, issuance and allotment and listing of the Securities are hereby approved and ratified by the Members."

3. Issue of securities through qualified institutions placement on a private placement basis to the qualified institutional buyers ('QIBs')

To consider and, if thought fit, to give your assent or dissent to the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62, 71 and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') '), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 read with the other applicable Rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended upto date ('SEBI LODR Regulations'), Chapter VI and other applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended upto date ('SEBI ICDR Regulations'), Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended upto date ('SEBI Debt Regulations'), provisions of the Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended, from time to time and applicable provisions of other laws, rules, regulations and guidelines and applicable provisions of the Memorandum of Association and the Articles of Association of the Company and subject to any approval(s), consent(s), permission(s) and / or sanction(s) of the Central Government, Securities and Exchange Board of India, Reserve Bank of India and any other appropriate authorities, institutions or bodies, including stock exchanges where the securities of the Company are currently listed (hereinafter collectively referred to as the 'Appropriate Authorities') and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s) and / or sanction(s) (hereinafter referred to as the 'Requisite Approvals'), which may be agreed to by the Board of Directors of the Company (hereinafter called 'the Board' which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorised by the Board or its committee for such purpose), the Board be and is hereby authorised to create, issue, offer and allot equity shares and / or non-convertible debt instruments along with warrants and /or convertible securities other than warrants, which are convertible or exchangeable into equity shares, on such date or dates as may be determined by the Board but not later than 60 months from the date of allotment or such other time period as may be prescribed under law (collectively referred to as 'QIP Securities'), through qualified institutions placement, on a private placement basis in accordance with Section 42 of the Act to Qualified Institutional Buyers ('QIBs') as defined in the SEBI ICDR Regulations, whether or not such QIBs are members of the Company, on the basis of placement document(s), at such time or times in one or more tranches, at par or at such price or prices including at a permissible discount or premium to market price(s) in terms of applicable regulations and on such terms and conditions and in such manner as the Board may, at its absolute discretion determine, in consultation with the lead managers, advisors and / or other intermediaries appointed in this regard, for an aggregate amount not exceeding twenty five per cent of the then net-worth of the Company.

RESOLVED FURTHER THAT in accordance with Regulation 171(b) of the SEBI ICDR Regulations, the 'Relevant Date' for determination of applicable price for the issue of the QIP Securities shall be: (i) in case of allotment of equity shares, the date of the meeting in which the Board of the issuer decides to open the proposed issue , or (ii) in case of allotment of eligible convertible securities, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the equity shares.

RESOLVED FURTHER THAT in accordance with Regulation 179 of the SEBI ICDR Regulations, a minimum of 10 per cent of the QIP Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion or part thereof, may be allotted to other QIBs and that no allotment shall be made directly or indirectly to any QIB who is a promoter or any person related to promoters of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion of any QIP Securities referred to above or as may be necessary in accordance with the terms of the offering, all such shares shall rank pari passu with the then existing equity shares of the Company in all respects, as may be provided under the terms of the issue and in the offering document.

RESOLVED FURTHER THAT such of these QIP Securities to be issued as are not subscribed may be disposed of by the Board to such person or persons and in such manner and on such terms as the Board may in its absolute discretion think fit in accordance with the provisions of law.

RESOLVED FURTHER THAT the issue to the holders of the QIP Securities with equity shares underlying such securities shall be, inter-alia, subject to suitable adjustment in the number of shares, the price and the time period, etc., in the event of any change in the equity capital structure of the Company consequent upon capitalisation of profits (other than by way of dividend on shares), rights issue of equity shares, consolidation of its outstanding equity shares into smaller number of shares, etc.

RESOLVED FURTHER THAT the Board may at its absolute discretion offer discount of not more than five per cent or such other discount as may be permitted under the applicable regulations to the price of the QIP Securities as determined in accordance with the SEBI ICDR Regulations.

RESOLVED FURTHER THAT the QIP Securities shall be issued and allotted within 365 days from the date of this resolution or such other time as may be allowed under the SEBI ICDR Regulations and that no subsequent qualified institutions placement shall be made until the expiry of two weeks from the date of the qualified institutions placement approved by way of this resolution.

RESOLVED FURTHER THAT subject to the applicable laws, for the purpose of giving effect to the issuance of QIP Securities, the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds and things thereof in its absolute discretion as it deems necessary or desirable in connection with the issue of the QIP Securities, including, without limitation to: (i) decide the date for the opening and closing of the issue of QIP Securities, including determining the form and manner of the issue, issue structure, including the class of investors to whom the QIP Securities are to be issued and allotted, number of QIP Securities to be allotted, issue price (including the premium or discount to the floor price, as the case may be), face value, delivery and execution of all contracts, agreements and all other documents, deeds and instruments as may be required or desirable in connection with the issue of QIP Securities by the Company; (ii) finalisation of the allotment of the QIP Securities on the basis of the subscriptions received; (iii) finalisation of and arrangement for the submission of the preliminary and final placement document(s), and any amendments and supplements thereto, with any applicable government and regulatory authorities, institutions or bodies, as may be required; (iv) approval of the preliminary and final offering circulars or placement document (including amending, varying or modifying the same, as may be considered desirable or expedient) as finalised in consultation with the lead manager(s) / underwriter(s) / advisor(s), in accordance with all applicable rules, regulations and guidelines (v) appoint, in its absolute discretion, managers (including lead managers), merchant bankers, underwriters, guarantors, financial and / or legal advisors and all other agencies, whether in India or abroad, entering into or execution of all such agreements / arrangements / memorandum of understanding / documents with any such agencies, in connection with the proposed offering of the QIP Securities; (vi) authorisation to any director or directors of the Company or other officer or officers of the Company, including by the grant of powers of attorney, to do such acts, deeds and things as the authorised person in its absolute discretion may deem necessary or desirable in connection with the issue, allotment and listing of the QIP Securities; (vii) seeking, if required, the consent of the Company's lenders, parties with whom the Company has entered into various commercial and other agreements, all concerned government and regulatory authorities in India or outside India and any other consent that may be required in connection with the issue and allotment of the QIP Securities; and (viii) all such acts, deeds, matters and things as the Board may, in its absolute discretion, consider necessary, proper, expedient, desirable or appropriate for making the said issue as aforesaid and to settle any question, query, doubt or difficulty that may arise in this regard including the power to allot under subscribed portion, if any, in such manner and to such person(s) as the Board, may deem fit and proper in its absolute discretion to be most beneficial to the Company.

RESOLVED FURTHER THAT for the purpose aforesaid, the Board be and is hereby authorised to settle all questions, difficulties or doubts that may arise in regard to the issue, offer and allotment of QIP Securities and utilisation of the issue proceeds including but without limitation to the creation of such mortgage / hypothecation / charge on the Company's assets under Section 180(1)(a) of the Act in respect of the aforesaid QIP Securities either on pari passu basis or otherwise or in the borrowing of loans as it may in its absolute discretion deem fit without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board shall have the authority and power to accept any modifications in the proposal as may be required or imposed by the Appropriate Authorities at the time of according / granting their approvals, consents, permissions and sanctions to issue, allotment and listing thereof and as may be agreed to by the Board.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of Directors or any other Officer(s) / Authorised Representative(s) of the Company to give effect to this resolution."

By Order of the Board For Reliance Power Limited

Murli Manohar Purohit Vice President - Company Secretary & Compliance Officer

Date: June 13, 2021 Place: Mumbai

Registered Office:

Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate Mumbai 400001 CIN : L40101MH1995PLC084687 Website: www.reliancepower.co.in

Notes:

    1. The statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts concerning above item of business to be transacted is annexed hereto.
    1. The Postal Ballot Notice along with Postal Ballot Form containing the process and instructions is being sent to all the Members, whose names appear in the Register of Members / list of beneficial owners as received from National Securities Depository Limited ('NSDL') / Central Depository Services (India) Limited ('CDSL') on June 4, 2021.
    1. Members whose names appear on the Register of Members / List of Beneficial Owners as on June 4, 2021, will be considered for the purpose of voting. A person who is not a Member as on June 4, 2021 i.e. the 'cut-off date' for reckoning voting rights should treat this Notice for information purpose only.
    1. Members may note that the Postal Ballot Notice will be available on the Company's website www.reliancepower. co.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFIN Technologies Private Limited ('KFIN') at www.kfintech.com, the e-Voting Service Provider (ESP).
    1. The Board of Directors have appointed Shri Anil Lohia, or in his absence Shri Chandrahas Dayal, Partners, M/s. Dayal & Lohia, Chartered Accountants, as Scrutinizer for conducting voting process in a fair and transparent manner.
    1. Members who wish to vote through Physical Form may download the Postal Ballot Form from the link provided in the e-mail or from the link http://crimg.kfintech.com/ bmails/files/Rpower_Postal_Ballot_form_13062021.pdf and send the duly completed and signed Postal Ballot Form to the Scrutinizer so as to reach on or before 5.00 P.M. July 13, 2021.
    1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 9, 2020 ('SEBI Circular'), the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFIN, on all the resolutions set forth in this Notice.
    1. Members may vote on the postal ballot from June 14, 2021 to July 13, 2021. In terms of the requirements of SEBI Circular, the e-voting period begins at 10.00 A.M. (IST) on Wednesday, June 16, 2021 and ends at 5.00 P.M. (IST) on Tuesday, July 13, 2021. Thereafter, the e-voting module shall be disabled by KFIN.
    1. Pursuant to SEBI Circular, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
    1. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
    1. Kindly note that the Members can opt for only one mode of voting, i.e. either by physical postal ballot or by e-voting.

If you are opting for e-voting, then do not vote by physical postal ballot also and vice versa. In case Members cast their vote by both physical postal ballot and e-voting, it may be noted that vote cast by them by e-voting shall prevail and votes cast through physical postal ballot will be treated as invalid.

    1. Members are requested to carefully read the instructions given in the enclosed Postal Ballot Form. Postal Ballot Form duly completed with the Assent (FOR) or Dissent (AGAINST) and signed should be sent directly to the Scrutiniser as per the address mentioned in the Postal Ballot Form, so as to reach the Scrutiniser not later than 5.00 P.M. on July 13, 2021 to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the Member. The Scrutiniser will submit his report to the Chairman of the Board or any person authorized by him after completion of the scrutiny on or before 5.00 P.M. on July 15, 2021 and the results of the voting by postal ballot (including voting through electronic means) will be declared on or before 5.00 P.M. on Thursday, July 15, 2021 at the Registered Office of the Company at Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001, by placing it along with the Scrutiniser's report on its notice board, Company's website, www. reliancepower.co.in and on the website of the agency KFIN at www.kfintech.com and shall also be communicated to the Stock Exchanges.
    1. The resolutions shall be taken as passed on the last date specified by the Company for receipt of duly completed postal ballot form and e-voting.
    1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member as on June 4, 2021. Members can vote for their entire voting rights as per their discretion.
    1. Corporate / Institutional Members (i.e. other than individuals, HUF, NRI etc.) opting for physical ballot are also required to send certified true copy of the board resolution / power of attorney / authority letter etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer along with the Postal Ballot Form.
    1. Relevant documents referred to in the accompanying notice are open for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays, between 11:00 A.M. and 1:00 P. M. upto July 13, 2021.
    1. Members whose email address is not registered can register the same in the following manner:
  • a. Members holding share(s) in physical mode can register their e-mail ID on the Company's website at https://www.reliancepower.co.in/web/reliancepower/shareholder-registration by providing the requisite details of their holdings and documents for registering their e-mail address; and
  • b. Members holding share(s) in electronic mode are requested to register / update their e-mail address with their respective Depository Participants 'DPs' for receiving all communications from the Company electronically.
    1. In case of Individual Shareholders holding securities in demat mode holding shares as of the cut-off date may follow steps mentioned below under 'Login method for remote e-Voting for Individual shareholders holding securities in demat mode.'

Statement pursuant to Section 102 of the Companies Act, 2013 setting out all material facts:

Item No 1:

The Company is India's leading private sector power generation and coal resources company. The Company has one of the largest portfolio of power projects in the private sector, based on coal, gas, hydro and renewable energy, with an operating portfolio of 5,945 megawatts. The Company aims to be debt free. In order to meet this objective and to enhance networth and financial position, augment long term resources and ensuring long term viability and growth of the Company including enhancing competitiveness, it is proposed that existing debt facilities provided by the promoter of the Company Reliance Infrastructure Limited (RInfra) be capitalized by converting/appropriating the same into equity shares and/or warrants convertible into equity shares ('Warrants').

In accordance with the above, the Board of Directors of the Company at its meeting held on June 13, 2021, approved inter alia issue of upto 59,50,00,000 Equity Shares and upto 73,00,00,000 Warrants convertible into equivalent number of Equity Shares of the Company (Warrants) to Reliance Infrastructure Limited, the promoter, by conversion/appropriation of its existing debt, by way of a preferential issue. RInfra has consented to the proposed preferential issue and has confirmed its eligibility in terms of Regulation 159 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the 'SEBI (ICDR) Regulations').

In accordance with Sections 23, 42 and 62 and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the SEBI (ICDR) Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'SEBI (LODR) Regulations'), as amended from time to time, approval of the Members of the Company by way of special resolution is required to issue securities by way of private placement on a preferential basis.

The Company is otherwise eligible to make the Preferential Allotment in terms of the provisions of Chapter V of the SEBI (ICDR) Regulations. There will be no change in the control or management of the Company pursuant to the proposed preferential issue. Consequent to the allotment of equity shares including equity shares to be issued and allotted upon exercise of right attached to the Warrants, the shareholding of the Promoters and Promoter Group shall increase as per details given herein below.

Further disclosures in relation to the Special Resolution set out in the accompanying Notice are as follows:

    1. Date of passing of Board resolution for approving preferential issue : June 13, 2021
    1. Objects of the preferential issue: To enhance networth and financial position, augment long term resources, reducing debt and ensuring long term viability and growth of the Company, including enhancing its competitiveness.
    1. Kinds of securities offered and the price at which security is being offered: Upto 59,50,00,000 equity shares of the Company (Equity Shares) and/or upto 73,00,00,000 Warrants convertible into equivalent number of equity shares; by conversion/appropriation of existing debt, at a price of ` 10 per equity share or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations. ('Issue Price').
    1. Basis or justification for the price (including premium, if any) at which the offer or invitation is being made: The Equity Shares of the Company are listed on Stock Exchanges viz, BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE'), (together with BSE referred to as 'Stock Exchanges'). The Equity Shares are frequently traded and NSE, being the Stock Exchange with higher trading volumes for the said period, has been considered in accordance with the SEBI (ICDR) Regulations. As per the provisions of the SEBI (ICDR) Regulations, the Equity Shares and/or Warrants will be issued at a price of ` 10 per Equity Share which is more than the higher of the following:
  • (a) ` 4.85 per Share being the average of the weekly high and low of the volume weighted average price of the Company's shares quoted on the Stock Exchange (National Stock Exchange of India Limited, being the Stock Exchange with higher trading volumes for the said period) during the twenty six weeks preceding the Relevant Date; or
  • (b) ` 9.86 per Share being the average of the weekly high and low of the volume weighted average prices of the Company's shares quoted on the Stock Exchange (National Stock Exchange of India Limited, being the Stock Exchange with higher trading volumes for the said period) during the two weeks preceding the Relevant Date; or
  • (c) ` 10/- per equity share.
    1. Adjustments for Warrants: The price determined above and the number of Equity Shares to be allotted on exercise of the Warrant shall be subject to appropriate adjustments, as permitted under applicable rules, regulations and laws as applicable from time to time.
    1. Name and address of Valuer who performed valuation: Not Applicable
    1. Amount which the Company intends to raise by way of issue of Equity Shares and/or Warrants: The proposed Preferential Issue of Equity Shares and/or Warrants shall be by conversion/appropriation of the existing debt availed by the Company of upto ` 1,325 crore (assuming exercise of rights attached to all Warrants).
    1. Material terms of Issue of Equity Shares and Warrants:
  • a. Equity Shares: 100% of the issue price payable on application shall be converted/appropriated against the existing debt. The Equity Shares including the equity shares to be issued and allotted upon exercise of right attached to the Warrants shall be made fully paid up at the time of allotment and be allotted in dematerialized form only. The said equity shares shall rank pari passu in all respects with the then existing equity shares of the Company. The equity shares shall be subject to the Memorandum and Articles of Association of the Company.
  • b. Warrants: The issue of Warrants shall be subject to the following terms and conditions:
  • (i) The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, be entitled to apply for and be allotted one equity share against each Warrant, in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants, by issuing a written notice to the Company specifying the number of Warrants proposed to be so converted. The Company shall

accordingly issue and allot the corresponding number of Equity Share(s) of face value of ` 10 /- each to the Warrant holders.

  • (ii) An amount equivalent to 25% of the Issue Price payable at the time of subscription and allotment of each Warrant shall be converted/ adjusted against the existing debt. The balance 75% amount payable by the Warrant holder(s) shall be converted/adjusted against the existing debt if and when the right attached to Warrant(s) to subscribe for the Equity Share(s) is exercised. The amount converted/adjusted against Warrants shall be adjusted / appropriated against the Issue Price for the resultant equity share(s).
  • (iii) In the event that, a Warrant holder does not exercise the right attached to Warrant(s) within a period of 18 (Eighteen) months from the date of allotment of such Warrant(s), the unexercised Warrants shall lapse and the amount paid on such Warrants shall stand forfeited by Company.
  • (iv) The Warrants by themselves, until exercise of the conversion right and allotment of Equity Shares, do not give the holder thereof any rights akin to that of shareholder(s) of the Company, except to the extent stated in clause (ix) below.
  • (v) The Company shall apply for the listing and trading approvals for the Warrants and / or Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchange(s) in accordance with the SEBI (LODR) Regulations and all other applicable laws, rules and regulations subject to

receipt of necessary permission(s), sanction(s) and approval(s).

  • (vi) The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects including dividend, and voting rights with the then existing Equity Shares of the Company.
  • (vii) The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI (ICDR) Regulations from time to time.
  • (viii) The Warrants and Equity Shares allotted to the Promoter on conversion of such Warrants will be transferable within the Promoter Group of the Company, as per applicable laws.
  • (ix) The warrant holders shall be entitled to all future corporate actions including but not limited to issue of bonus / rights, if any, and the Company shall reserve proportion of such entitlement for the warrant holders.
    1. Principle terms of assets charged as securities: Not Applicable
    1. The intention of the promoters, directors or key managerial personnel of the Company to subscribe to the offer: Reliance Infrastructure Limited, the Promoter of the Company has agreed to subscribe the proposed preferential issue of Equity Shares and Warrants. None of the directors or key managerial personnel of the Company propose to subscribe to Equity shares and/or Warrants in the offer.
    1. Shareholding pattern of the Company before and after the preferential issue.
(Pre issue - equity shares)
As on June 4, 2021
Post issue - equity shares Post issue- conversion
of warrants #
Category
No. of shares % of Share
holding
No. of shares % of share
holding
No. of shares % of share
holding
A Promoter/Promoter Group
- Reliance Infrastructure Limited 16,65,60,739 5.94 76,15,60,739 22.40 149,15,60,739 36.11
- Other Promoters/Promoter Group 8,76,66,340 3.13 8,76,66,340 2.58 8,76,66,340 2.12
Total (A) 25,42,27,079 9.06 84,92,27,079 24.98 1,57,92,27,079 38.24
B Public Shareholding
Institutional Investors
- Others 21,27,05,428 7.58 21,27,05,428 6.26 21,27,05,428 5.15
Sub-Total (B1) 21,27,05,428 7.58 21,27,05,428 6.26 21,27,05,428 5.15
Non-Institutional Investors
– Individuals 2,02,12,40,038 72.06 2,02,12,40,038 59.45 2,02,12,40,038 48.94
– Others 31,69,53,921 11.30 31,69,53,921 9.32 31,69,53,921 7.67
Sub-total (B2) 2,33,81,93,959 83.36 2,33,81,93,959 68.77 2,33,81,93,959 56.61
Total (B) = (B1) + (B2) 2,55,08,99,387 90.94 2,55,08,99,387 75.02 2,55,08,99,387 61.76
Total (A) + (B) 2,80,51,26,466 100.00 3,40,01,26,466 100.00 4,13,01,26,466 100.00

Notes:

a. The above Shareholding pattern assumes allotment of 132,50,00,000 equity shares including the equity shares to be issued and allotted upon exercise of right attached to all the Warrants, if any. In the event, right for allotment of Share against all or any of the Warrant(s) are not exercised, the Shareholding Pattern shall change correspondingly.

assuming full conversion of warrants.

b. Pre issue shareholding reflects shareholding of the Company as on June 4, 2021. Post issue holding of all the other shareholders is assumed to remain the same.

    1. Time frame within which the preferential issue shall be completed: The allotment of the Equity Shares and/or Warrants shall be completed within a period of 15 days from the date of passing of the resolution by the Members, provided that where the allotment is pending on account of pendency of any approval(s) or permission(s) from any regulatory authority / body, the allotment shall be completed by the Company within a period of 15 days from the last date of such approval or permission.
    1. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue: The Preferential Issue is proposed to be made to Reliance Infrastructure Limited (RInfra), which is a listed company. Accordingly, the requirement of providing identity of the natural persons who are the ultimate beneficial owners of the shares is not applicable. As mentioned in the above Shareholding Pattern, after allotment of upto 59,50,00,000 equity Shares, RInfra shall hold 22.40 per cent and the aggregate shareholding of the Promoter Group shall be 24.98 per cent of the paidup equity share capital of the Company. Shareholding of RInfra may increase upto 36.11 per cent and the aggregate shareholding of the Promoter Group may increase upto 38.24 per cent in the fully diluted capital of the Company, if and when the right attached to 73,00,00,000 Warrants to subscribe for the equivalent number of equity shares is exercised, which shall be subject to compliance with the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and other provisions of law, as and when applicable. Detailed Share Holding Pattern showing pre and post issue shareholding is mentioned hereinabove.

There shall be no change in control of the Company pursuant to the aforesaid Preferential Issue. However, the percentage of shareholding and voting rights exercised by the Members of the Company will change in accordance with the change in the shareholding pattern pursuant to the Preferential Allotment.

    1. Undertaking: The Company undertakes to re-compute the price of the Equity Shares and/or Warrants in terms of the provisions of the SEBI (ICDR) Regulations where it is required to do so and that if the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the Equity Shares and/or Warrants shall continue to be lockedin till the time such amount is paid by the allottee.
    1. Disclosures specified in Schedule VI of the SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a willful defaulter: None of the Company, its Directors or Promoters have been declared as willful defaulter as defined under the SEBI (ICDR) Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI (ICDR) Regulations.
    1. Relevant Date: The 'Relevant Date' for determining the issue price of the Equity Shares and/or Warrants shall be June 11, 2021, being the date (preceding the weekend or the holiday) which is 30 days prior to the last date specified by the Company for receipt of duly completed postal ballot forms or e-voting i.e. July 13, 2021 which is deemed to be the date of passing of resolution by requisite majority in terms of Section 110 of the Act read with the relevant Rules made there under.
    1. Lock-in: The Equity Shares allotted pursuant to this resolution and/or the resultant equity shares to be issued and allotted upon exercise of right attached to the Warrants as above shall be subject to a lock-in for such period as specified under applicable provisions of the SEBI (ICDR) Regulations.
    1. Auditors' Certificate: As required in Regulation 163(2) of the SEBI (ICDR) Regulations, a certificate from the Statutory Auditors of the Company, certifying that the issue is being made in accordance with the requirements of the SEBI (ICDR) Regulations, is available for inspection by the Members of the Company at the Registered Office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. upto July 13, 2021.

Issue of the said Equity Shares (including those arising from exercise of Warrants) would be well within the Authorised Share Capital of the Company. The Board of Directors believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in Item No. 1 in the accompanying notice for approval by the Members.

No preferential allotment is being made to any director of the Company or their relatives. Shri Anil D. Ambani being Director and he and his relatives being promoters of Reliance Infrastructure Limited may be deemed to be concerned or interested in the proposed Special Resolution. Shri Sateesh Seth being Director of Reliance Infrastructure Limited may be deemed to be concerned or interested in the proposed Special Resolution. Relatives of Shri Sateesh Seth may be deemed to be concerned or interested in the proposed Special Resolution to the extent of their shareholding, if any. Save and except the above, none of the Directors, Key Managerial Persons of the Company or their relatives, are in any way concerned or interested financially or otherwise in the proposed Special Resolution.

Item No. 2

As stated in the explanatory statement in relation to Item No. 1 above, the Company aims to be debt free. In order to meet this objective and to augment long term resources for general corporate purposes, enhancing networth, financial position, long term viability and future growth as also to enhance competitiveness to be able to compete with the peer groups, the Board of Directors of the Company at its meeting held on June 13, 2021 proposed to obtain an enabling approval of Members without the need for any further approval from the Members, for Issuance of Foreign Currency Convertible Bonds and/or any other similar securities which are convertible or exchangeable into equity shares and/or preference shares and/or Global Depositary Receipts (GDRs) and/or American Depositary Receipts (ADRs) and/or any other financial instrument(s)/ securities convertible into and/or linked to equity shares of the Company and/or held by the Company ('Securities'), in one or more issuances and/or tranches through private placement, public offerings, and/or any combination thereof or any other method as may be permitted under applicable laws.

Issuance of Securities may result in the issuance to investors who may not be Members of the Company. Therefore, consent of the Members is being sought, for passing the Special Resolution as set out in the Notice, pursuant to Section 62 of the Companies Act, 2013, ('Act') as amended and any other law for the time being in force and being applicable and in terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Further, in terms of provisions of Section 42 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can issue its securities on private placement basis after obtaining prior approval of the Members of the Company by a Special Resolution. The equity shares, if any, allotted on issue, conversion of Securities shall rank pari passu in all respects with the existing Equity Shares of the Company.

The resolution proposed is enabling approval and the exact combination of instrument(s), exact price, proportion and timing of the issue of the Securities in one or more tranches and/or issuances and the detailed terms and conditions of such tranche(s)/ issuances will be decided by the Board in consultation with lead managers, advisors and such other authorities and agencies as may be required to be consulted by the Company in due consideration of prevailing market conditions and other relevant factors after meeting the specific requirements in a manner and subject to limit as more particularly set out in the resolution at Item No. 2 of the accompanying Notice. The proposed Special Resolution is only enabling in nature and seeks to confer upon the Board the absolute discretion and adequate flexibility to determine the terms and quantum of issue(s) and to take all steps which are consequential, incidental and ancillary.

The pricing of the offer would be in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the SEBI (ICDR) Regulations'), the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Foreign Exchange Management Act, 1999, the Companies Act, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, the Master Direction - External Commercial Borrowings, Trade Credits and Structured Obligations, 2019, the Foreign Exchange Management (Debt Instruments) Regulations, 2019, the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 or any other guidelines/ regulations/ consents, each as amended, as may be applicable or required. FCCB pricing will be as per FCCB Scheme. The 'Relevant Date' for the purpose of determination of price of the securities shall be the date as determined in accordance with the applicable provisions of law and as mentioned in the resolution.

The proposed issue of the Securities shall be within the overall borrowing limits of the Company in terms of Section 180(1)(c) read with Section 180(1)(a) of the Act or such other enhanced limit as may be approved by the Members of the Company, from time to time and the issue, if necessary, may be secured by way of mortgage / hypothecation of the Company's assets as may be finalised by the Board in consultation with the Security Holders / Trustees in favour of Security Holders/ Trustees for the holders of the said securities.

In connection with the proposed issue of Securities, the Company is required, inter alia, to prepare various documentations and execute various agreements. The Company is yet to identify the investor(s) and decide the quantum of Securities to be issued to them. Accordingly, it is proposed to authorize the Board to identify the investor(s), issue such number of Securities, negotiate, finalize and execute such documents and agreements as may be required and do all such acts, deeds and things in this regard for and on behalf of the Company.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives is deemed to be concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding, if any.

The Board accordingly recommends the Special Resolution set out at item No. 2 of the accompanying Notice for the approval of the Members.

Item No. 3

As stated in explanatory statement hereinabove, the Company aims to be debt free. In order to meet this objective and to augment long term resources for general corporate purposes, enhancing networth, financial position, long term viability and future growth as also to enhance competitiveness to be able to compete with the peer groups, the Board of Directors of the Company at its meeting held on June 13, 2021 proposed to obtain an enabling approval of Members, without the need for any further approval from the Members, to undertake the issue of securities through qualified institutions placement on private placement basis to Qualified Institutional Buyers ('QIBs'), in accordance with the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ('SEBI ICDR Regulations') and other applicable laws, regulations, rules and guidelines, as set out in the Special Resolution at Item No. 3 of the accompanying Notice.

In view of above, the Board may, in one or more tranches, issue and allot equity shares and / or non-convertible debt instruments along with warrants and / or convertible securities other than warrants, which are convertible or exchangeable into equity shares on such date(s) as may be determined by the Board but not later than 60 months from the date of allotment or such other time period as may be prescribed under law (collectively referred to as 'QIP Securities') to QIBs on a private placement basis. The proposed issue of QIP Securities ('QIP') shall be subject to the provisions of applicable laws, including the SEBI ICDR Regulations, including in relation to the pricing of the QIP Securities. the 'Relevant Date' for determination of applicable price for the issue of the QIP Securities shall be: (i) in case of allotment of equity shares, the date of the meeting in which the Board of the issuer decides to open the proposed issue, or (ii) in case of allotment of eligible convertible securities, either the date of the meeting in which the Board of the issuer decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the equity shares, as the case may be.

The equity shares allotted or to be allotted upon exercise of right attached to the convertible securities shall rank pari passu in all respects with the then existing equity shares of the Company. The equity shares shall be subject to the Memorandum and Articles of Association of the Company.

The pricing of the QIP Securities that may be issued shall be determined subject to such price not being less than the floor price calculated in accordance with Chapter VI of the SEBI ICDR Regulations ('QIP Floor Price'). Further, the Board may offer a discount of not more than five per cent or such other percentage as permitted on the QIP Floor Price calculated in accordance with the pricing formula provided under the SEBI ICDR Regulations. The QIP Securities issued pursuant to the offering would be listed on the Indian stock exchanges.

The proposed issue of QIP Securities as above may be made in one or more tranches in a manner and subject to limit as more particularly set out in the resolution at Item No. 3 of the accompanying Notice. The proposed Special Resolution is only enabling in nature and seeks to confer upon the Board the absolute discretion and adequate flexibility to determine the terms of and quantum of issue(s) and to take all steps which are consequential, incidental and ancillary.

The QIP Securities issued pursuant to the QIP shall be within the overall borrowing limits of the Company in terms of Section 180(1)(c) read with Section 180(1)(a) of the Act or such other enhanced limit as may be approved by the Members of the Company, from time to time. The QIP Securities, if necessary, may be secured by way of mortgage / hypothecation of the Company's assets as may be finalised by the Board in consultation with the Security Holders / Trustees in favour of Security Holders/ Trustees for the holders of the said securities..

Section 62(1)(c) of the Act provides, inter-alia, that where it is proposed to increase the subscribed share capital of the Company by allotment of further shares, such further shares shall be offered to the persons, who on the date of the offer are holders of the equity shares of the Company, in proportion to the capital paidup on those shares as of that date unless the Members decide otherwise. The proposed Special Resolution seeks the consent and authorisation of the Members to the Board to offer, issue, allot and listing the QIP Securities as also securities to be issued on exercise of warrants, in consultation with the lead managers, legal advisors and other intermediaries, to any persons, whether or not they are Members of the Company.

None of the Directors, Key Managerial Personnel and their relatives are concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding in the Company, if any.

The Board accordingly recommends the Special Resolution set out at Item No. 3 of the accompanying Notice for the approval of the Members.

By Order of the Board For Reliance Power Limited

Murli Manohar Purohit Vice President - Company Secretary & Compliance Officer

Date: June 13, 2021 Place: Mumbai

Registered Office:

Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate Mumbai 400001 CIN : L40101MH1995PLC084687 Website: www.reliancepower.co.in

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ELECTRONIC VOTING PARTICULARS

Reliance Power Limited CIN: L40101MH1995PLC084687 Registered Office : Reliance Centre, Ground Floor 19, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001 Tel.: +91 22 4303 1000, Fax: +91 22 4303 3166 E-mail:[email protected] Website: www.reliancepower.co.in

)*Applicable to members holding share(s) in dematerialized form(

I/We, hereby exercise my / our vote in respect of the following Resolution(s) to be passed through Postal Ballot for the Special Business stated in the Notice dated June 13, 2021, of Reliance Power Limited ("the Company") by sending my / our Assent (FOR) or Dissent (AGAINST) to the said Resolution by placing the tick mark (a) at the appropriate column below:

POSTAL BALLOT FORM
Despatch Ref. No.: Postal Ballot no.
1 Name and registered address of
the sole / first named Member
(IN BLOCK LETTERS)
:
2 Name(s) of the joint Member(s),
if any, (IN BLOCK LETTERS)
:
3 Registered Folio Number /
DP ID No. / Client ID No. *
:
4 Number of Share(s) held :
Description of Business Item No. of Equity
Share(s) Held
I/We assent to the
Resolution (FOR)
I/We dissent to the
Resolution (AGAINST)
Special Resolutions
Issue of Equity Shares and/or Warrants on Preferential Basis
Issue of Foreign Currency Convertible Bonds
Issue of securities through qualified institutions
placement on a private placement basis to the qualified
institutional buyers ("QIBs")

Place : __________________

Date : Signature of Member

E-mail: ______________________________________________________Tel. No. / Mobile No:________________________

The Company has engaged the services of KFin Technologies Private Limited ("KFIN") as the authorised agency for e-Voting Service Provider (ESP). The remote e-voting particulars are set out below:

EVEN (E-Voting Event Number) User ID Password / PIN

NOTE: Please read the printed instructions carefully before exercising your vote

  • Instructions and other information relating to Voting
    1. A Member desirous of exercising her / his / their vote by Postal Ballot may complete this Postal Ballot Form and send the Form duly completed and signed, to the Scrutinizer by post or courier at Shri Anil Lohia / Shri Chandrahas Dayal, Scrutinizer for Postal Ballot, Reliance Power Limited, C/o. KFIN Technologies Private Limited, Selenium Building, Tower - B, Plot No. 31 & 32, Financial District, Nanakramguda, Hyderabad, Telangana 500 032.
    1. Please convey your Assent / Dissent in this Postal Ballot Form. The Assent or Dissent received in any other physical form shall not be considered valid.
    1. This Form must be completed and signed (as per specimen signature registered with the Company) by the Member. In case of Joint-holding, this Form must be completed and signed by the first named Member and in her/his absence, by the next named Member.
    1. Postal Ballot Form with following deficiencies will be rejected:
  • a. A form other than this form issued by the Company has been used;
  • b. It has not been signed by or on behalf of the Member;
  • c. Signature on the Postal Ballot Form does not match the specimen signatures with the Company;
  • d. It is not possible to determine without any doubt the assent or dissent of the Member;
  • e. Neither assent nor dissent is mentioned;
  • f. Any competent authority has given directions in writing to the Company to freeze the Voting Rights of the Member;
  • g. The envelope containing the Postal Ballot Form is received after the last date prescribed;
  • h. The Postal Ballot Form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority;
  • i. It is defaced or mutilated in such a way that its identity as a genuine form cannot be established; and
  • j. Member has made any amendment to the Resolution or imposed any condition while exercising her/his vote.
    1. The Scrutinizer's decision on the validity of the postal ballot/ e-voting will be final. 6. The Postal Ballot/ E-voting shall not be exercised by a proxy.
    1. Duly completed Postal Ballot Form should reach the Scrutinizer not later than 5.00 P.M. on July 13, 2021. All Postal Ballot Forms received after this date will be strictly treated as if the reply from such Member has not been received. The Scrutinizer will submit his report to the Chairman of the Board or any person authorised by him after completion of the scrutiny on or before 5.00 P.M. on Thursday, July 15, 2021 and the results of voting by postal ballot (including voting through electronic means) will be declared on or before 5.00 P.M. on Thursday, July 15, 2021 at the Registered Office of the Company by placing it along with the Scrutinizer's report on its notice board, Company's website www.reliancepower.co.in and on the website of KFIN Technologies Private Limited (KFIN), the agency at www.kfintech.com and shall also be communicated to the Stock Exchanges where the equity shares of the Company are listed.
    1. In case of Shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified copy of Board Resolution / Authorisation together with the specimen signature(s) of the duly authorized signatories. (It is required only in case the signatories are other than the signatories whose specimen signatures are registered with the Company / KFIN).
    1. Members whose names appear on the Register of Members / List of Beneficial Owners as on June 4, 2021 will be considered for the purpose of voting. A person who is not a Member as on June 4, 2021 i.e. the "Cut-off date" for reckoning voting rights should treat this Notice for information purpose only.
    1. Members are requested not to send any other paper along with the Postal Ballot Form and any extraneous paper
  • found in such envelope would be destroyed by the Scrutinizer. 11. There will be one Postal Ballot Form for every Folio / Client ID, irrespective of the number of joint holders.
    1. In case of non-receipt of the Postal Ballot Form / request for a duplicate Postal Ballot Form or for any query related thereto, the Members may contact KFIN, Selenium Building, Tower - B, Plot No. 31 & 32, Financial District, Nanakramguda, Hyderabad, Telangana 500 032 or on Toll Free No. 1800 309 4001 / E-mail: [email protected]/.
    1. The Members can opt for only one mode of voting. In case, Member(s) cast vote by sending physical form as well as vote through e-voting, then voting done through e-voting shall prevail and voting done by physical form shall be treated as invalid.
    1. Members may vote on the postal ballot from June 14, 2021 to July 13, 2021. In terms of the requirements of SEBI Circular No. : SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, the e-voting period begins at 10.00 A.M. (IST) on Wednesday, June 16, 2021 and ends at 5.00 P.M. (IST) on Tuesday, July 13, 2021. Thereafter the e-voting module shall be disabled by 'KFIN'.
    1. Any queries pertaining to voting by postal ballot including the remote e-voting process can be addressed to Shri Praveen Chaturvedi, KFin Technologies Pvt. Ltd., Selenium Building, Tower - B, Plot No. 31 & 32, Financial District, Nanakramguda, Hyderabad, Telangana 500 032, Toll Free No. 1800 309 4001, E-mail: rpower@kfintech. com. Members may also write to [email protected]
    1. Voting through electronic mode: The Company is pleased to offer e-voting facility for its Members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. E-voting is optional. The procedure and instructions for the same are as follows:
  • Step 1 : Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.
  • Step 2 : Access to KFintech e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.

Details on Step 1 are mentioned below:

Login method for remote e-Voting for Individual shareholders holding securities in demat mode

Individual 1. User already registered for IDeAS facility:
Shareholders I.
Visit URL: https://eservices.nsdl.com
holding securities II. Click on the "Beneficial Owner" icon under "Login" under 'IDeAS' section.
in demat mode
with NSDL
III. On the new page, enter User ID and Password. Post successful authentication, click on "Access to e-Voting"
IV. Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider
website for casting the vote during the remote e-Voting period.
2. User not registered for IDeAS e-Services
I.
To register click on link : https://eservices.nsdl.com
II. Select "Register Online for IDeAS" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
III. Proceed with completing the required fields.
IV. Follow steps given in points 1
3. Alternatively by directly accessing the e-Voting website of NSDL
I.
Open URL: https://www.evoting.nsdl.com/
II. Click on the icon "Login" which is available under 'Shareholder/Member' section.
III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held
with NSDL), Password / OTP and a Verification Code as shown on the screen.
IV. Post successful authentication, you will requested to select the name of the company and the e-Voting Service
Provider name, i.e.KFintech.
On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during the remote
e-Voting period.
Individual 1. Existing user who have opted for Easi / Easiest
Shareholders I.
Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www.cdslindia.com
holding securities II. Click on New System Myeasi
in demat mode III. Login with your registered user id and password.
with CDSL IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting portal.
V.
Click on e-Voting service provider name to cast your vote.
2. User not registered for Easi/Easiest
I.
Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
II. Proceed with completing the required fields.
III. Follow the steps given in point 1
3. Alternatively, by directly accessing the e-Voting website of CDSL
I.
Visit URL: https://www.cdslindia.com
II. Provide your demat Account Number and PAN No.
III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account.
IV. After successful authentication, user will be provided links for the respective ESP, i.e KFintech where the
e-Voting is in progress.
Individual
Shareholder login
I.
You can also login using the login credentials of your demat account through your DP registered with NSDL /
CDSL for e-Voting facility.
through their
demat accounts
II. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected
to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
/ Website of
Depository
Participant
III. Click on options available against company name or e-Voting service provider – Kfintech and you will be redirected
to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further
authentication.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option
available at respective websites. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Securities held
with NSDL
Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990
and 1800 22 44 30
Securities held
with CDSL
Please contact CDSL helpdesk by sending a request at [email protected] or contact at 022-23058738
or 022-23058542-43

Details on Step 2 are mentioned below:

Login method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

  • (A) Members whose email IDs are registered with the Company/ Depository Participant(s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
    1. Launch internet browser by typing the URL: https://emeetings.kfintech.com/
    1. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) 5942, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.
    1. After entering these details appropriately, click on "LOGIN".
    1. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,\$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
    1. You need to login again with the new credentials.
    1. On successful login, the system will prompt you to select the "EVEN" and click on "Submit"
    1. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
    1. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
    1. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
    1. You may then cast your vote by selecting an appropriate option and click on "Submit".
    1. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
    1. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to cast its vote through remote e-voting, together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id [email protected] a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format "Corporate Name_Even No."
  • (B) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Postal Ballot Notice and e-voting instructions cannot be serviced, will have to follow the following process:
  • i) Members who have not registered their email address and in consequence the Postal Ballot Notice and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link: https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx.
  • ii) Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to [email protected].
  • iii) Alternatively, member may send an e-mail request at the email id [email protected] along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Postal Ballot Notice and the e-voting instructions.

After reading the e-voting instructions, please follow all steps above to cast your vote by electronic means.