TARAPUR TRANSFORMERS LIMITED — AGM Information 2021

Aug 30, 2021

26th August, 2021.

Department of Corporate Services	The Manager-Listing Department
BSE Ltd.	National Stock Exchange of India Limited
P.J. Towers, Dalal Street,	Exchange Plaza, BandraKurla Complex,
Mumbai - 400 001	Bandra (East), Mumbai - 400 051
Stock Code: 533203	Stock Code: TARAPUR

Dear Sir / Madam,

Sub: Notice of 33'd Annual General Meeting of the Company.

Please tind attached herewith the Notice of33'd Annual General Meriting ofthe company.

This is for your information and records.

Kindly acknowledge the receipt Yours faithfully For Tarapur Transformers

Suresh ryl#e V (Managing Director) DIN:06873425

NOTICE

NOTICE is hereby given that the 33rdAnnual General Meeting of the Members of Tarapur Transformers Limited will be held on Wednesday, 22ndSeptember, 2021 at 12.30 p.m. through Video Conference (VC)/ Other Audio Visual Means (OAVM) facility to transact with or without modification(s), as may be permissible, the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statement of the Company for the year ended 31st March, 2021 including Audited Balance Sheet as at $31st$ March, 2021 and the Statement of Profit & Loss Account and Statement of Cash Flow, for the year ended as on that date together with the reports of the Board of Directors and Auditors thereon.
• 1. To appoint a Director in place of Mr. Rajendrakumar Anandilal Choudhary (DIN: 00494663) who retires by rotation and being eligible offers himself for re-appointment.

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152, 161 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Companies (Appointment and Qualification of Directors)Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, based on the recommendation of Nomination and Remuneration Committee and the Board of Directors, Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510) who was appointed as Additional Director on $30th$ September 2020 and who holds office until the date of the Annual General Meeting, in terms of Section 160 of the Companies Act, 2013, consent of members be and is hereby accorded for his appointment as a Director (Non-Executive), who will be liable to retire by rotation in terms of applicable provision of the Act, 2013."

RESOLVED FURTHER THAT any of the Director of the Company, be and is hereby authorized to file necessary returns/forms to the Registrar of Companies and to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution."

1. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Special Resolution:

"RESOLVED THAT pursuant to Section 149, 150,152 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, including any statutory

modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Anil Mahabir Gupta (DIN: 01128035) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 30th September 2020 and who holds office until the date of the Annual General Meeting, in terms of Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Anil Mahabir Gupta (DIN: 01128035) as a candidate for the office of a director of the Company, be and is hereby appointed as an Independent Director of the Company for the period of five years commencing from this Annual General Meeting up to 38thAnnual General Meeting, not liable to retire by rotation.

RESOLVED FURTHER THAT any of the Director of the Company, be and is hereby authorized to file necessary returns/forms to the Registrar of Companies and to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution."

1. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Special Resolution:

"RESOLVED THAT pursuant to the provisions of 196, 197, 203 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the said act and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any statutory modification(s) or re-enactment(s) thereof and subject to such consent(s), approval(s) and permission(s) as may be necessary in this regard and subject to such conditions as may be imposed by any authority while granting such consent(s), approval(s) and permission(s) and as agreed to by the Board of Directors (hereinafter referred to as the "Board", which term shall unless repugnant to the context or meaning thereof, be deemed to include any Committee thereof or any person authorized by the Board in this behalf), the approval of the members be and is hereby accorded for the re-appointment of Mr. Suresh More (DIN: 06873425) as Managing Director of the Company, for a period of 5 (five) years Starting from 12th August, 2021on payment of such remuneration as may be determined by Board or any of its committee, from time to time, with in the maximum limits of remuneration for Managing Director approved by the Members of the Company.

RESOLVED FURTHER THAT the Board of Directors or any of its committee be and is hereby authorized to do all such acts, deed, things, matters and take all such steps as may be necessary, proper, expedient to the foregoing resolution."

1. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 188 read with the

Companies (Meetings of Board and its Powers) Rules, 2014 and all other applicable provisions of the Companies Act, 2013 ('the Act') consent of the members be and is hereby accorded to the Board of Directors to enter into transactions, contracts and agreements with Related Parties of the Company at a maximum of Rs. 2 Crores per transaction.

RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorized to determine the terms and conditions for the proposed transactions and all other matters arising out of or incidental thereto.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts, deeds, matters and things that may be necessary, proper, desirable and expedient to give effect to the aforesaid resolution.

NOTES:

• 1. The information required to be provided under section 102 of the Act, SEBI (LODR) Regulations and the Secretarial Standards on General Meetings (SS-2), with respect to details of Directors who are proposed to be appointed/ reappointed under item no. 2,3,4 and 5 set out above are annexed hereto.
• 1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the EGM/AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM/AGM through VC/OAVM.
• 1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for themembers is not available for this EGM/AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM/AGM through VC/OAVM andparticipate thereat and cast their votes through e-voting.
• 1. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedurementioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM willbe made available for 1000 members on first come first served basis. This will notinclude large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee,

Auditors etc. who are allowed to attend the EGM/AGMwithout restriction on account of first come first served basis.

• 1. The attendance of the Members attending the EGM/AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. The relative Explanatory Statement pursuant to Section 102 of the Act, setting out material facts concerning the business under Item No. 3, 4, 5, 6 of the Notice, is annexed hereto. The relevant details, pursuant to the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is also annexed.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorizedagency. The facility of casting votes by a member using remote e-Voting system aswell as venue voting on the date of the EGM/AGM will be provided by NSDL.
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April13, 2020, the Notice calling the EGM/AGM has been uploaded on the website of the Company at https://www.tarapurtransformers.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited atwww.bseindia.com and www.nseindia.com respectively and the EGM/AGM Notice is alsoavailable on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.www.evoting.nsdl.com.
• 1. EGM/AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.
• 1. In continuation of this Ministry's General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January, 13, 2021.
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates,

nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participant in case the shares are held in electronic form and to Bigshare Services Private Limited, in case the shares are held in physical form...

• 1. In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
• 1. The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away by Companies Amendment Act, 2017 vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of the appointment of Auditors, who were appointed in the Annual General Meeting held on 25th September 2017.
• 1. Pursuant to section 91 of the Companies Act, 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Saturday 18th September 2021 to Wenesday, $22^{nd}$ September 2021 (both days inclusive) for the purpose of 33rd AGM.
• 1. The Register of Directors and Key Managerial Personnel and their shareholdings maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the Members at the Registered Office
• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated January 15, 2021 read with SEBI Circular dated May 12, 2020, Notice of the AGM along with Annual Report 2020-21 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depository Participants. Members may note that the Notice of AGM and the Annual Report 2020-21 will also be available on the Company's website at www.tarapurtransformers.com, on the website 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 NSDL https://www.evoting.nsdl.com.

THE INSTRUCTIONS FOR REMOTE E-VOTING, E-VOTING ON THE DAY OF E-AGM AND INSTRUCTIONS FOR E-AGM IS PROVIDED AS UNDER:-

A. INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING:

1. Voting through electronic means:

In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Company is pleased to provide members facility to

exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by National Securities Depository Limited (NSDL).

• 1. The Company is providing facility of remote e-voting facility to exercise votes on the items of business given in the Notice through electronic voting system, to members holding shares as onWenesday, 15thSeptember, 2021(end of day), being the cut-off date fixed for determining voting rights of members, entitled to participate in the remote e-voting process, through the evoting platform provided by NSDL or to vote at the e-AGM. Person who is not a member as on the cut-off date should treat this Notice for information purposes only.
• 1. The remote e-voting period begins on Sunday, 19th September 2021 at 9.00 A.M IST and ends on Tuesday, 21stSeptember 2021 at 5.00 P.M. IST. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 15th September, 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 15th September, 2021.
• 1. Any person, who acquires shares of the company and becomes a member of the company after dispatch of the notice of AGM and holds shares as on the cut-off date i.e.15th September, 2021, may obtain user ID and password by sending a request at evoting@nsdl.co.in
• 1. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

The process and manner for remote e-voting are as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies. Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Typeof	Login Method
shareholders
IndividualShareholders	1. If you are already registered for NSDL IDeAS facility, pleasevisit the e-Services website of NSDL. Open web browser by
holdingsecurities in	typing the following URL: https://eservices.nsdl.com/eitheron a Personal Computer or on a mobile. Once the home page
demat modewith NSDL.	of e-Services is launched, click on the "Beneficial Owner"icon under "Login" which is available under "IDeAS" section.
	A new screen will open. You will have to enter your User IDand Password. After successful authentication, you will beable to see e-Voting services. Click on "Access to e-Voting"under e-Voting services and you will be able to see e-Voting
	page. Click on options available against company name or e-Voting service provider - NSDLand you will be re-directedto NSDL e-Voting website for casting your vote during the
	remote e-Voting period or joining virtual meeting & votingduring the meeting.
	2. If the user is not registered for IDeAS e-Services, option toregister is available at https://eservices.nsdl.com. Select"Register Online for IDeAS" Portal or clickathttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Voting website of NSDL. Open web browser bytyping the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the homepage of e-Voting system is launched, click on the icon "Login"which is available under 'Shareholder/Member' section. Anew 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 thescreen. After successful authentication, you will be redirected
	to NSDL Depository site wherein you can see e-Voting page.Click on options available against company name or e-Votingservice provider - NSDL and you will be redirected to e-Voting website of NSDLfor casting your vote during theremote e-Voting period or joining virtual meeting & votingduring the meeting.

Login method for Individual shareholders holding securities in demat mode is given below:

Individual	1. Existing users who have opted for Easi / Easiest, they can
Shareholders	login through their user id and password. Option will be made
holding	available to reach e-Voting page without any further
securities in	authentication. The URL for users to login to Easi / Easiest
demat mode	arehttps://web.cdslindia.com/myeasi/home/loginor
with CDSL	www.cdslindia.com and click on New System Myeasi.
	2. After successful login of Easi/Easiest the user will be also able
	to see the E Voting Menu. The Menu will have links of e-
	Voting service provider i.e. NSDL. Click on NSDL to castyour vote.
	3. If the user is not registered for Easi/Easiest, option to
	register is available at
	https://web.cdslindia.com/myeasi/Registration/EasiRegistra
	tion
	4. Alternatively, the user can directly access e-Voting page by
	providing demat Account Number and PAN No. from a link in
	www.cdslindia.com home page. The system will authenticate
	the user by sending OTP on registered Mobile & Email as
	theAccount.Afterrecordedindematsuccessful
	authentication, user will be provided links for the respective
	ESP i.e. NSDLwhere the e-Voting is in progress.
Individual	You can also login using the login credentials of your demat account
Shareholders	through your Depository Participant registered with NSDL/CDSL for
(holding	e-Voting facility. Once login, you will be able to see e-Voting option.
securities in	Once you click on e-Voting option, you will be redirected to
demat mode)	NSDL/CDSL Depository site after successful authentication, wherein
login through	you can see e-Voting feature. Click on options available against
their depository	company name or e-Voting service provider-NSDL and you will be
participants	redirected to e-Voting website of NSDL for casting your vote during
	the remote e-Voting period or joining virtual meeting & voting during
	the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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
Individual Shareholders holding	Members facing any technical issue in login can
securities in demat mode with	contact NSDL helpdesk by sending a request at
NSDL	evoting@nsdl.co.inor call at toll free no.: 1800 1020
	990 and 1800 22 44 30

Individual Shareholders holding	Members facing any technical issue in login can
securities in demat mode with	contact CDSL helpdesk by sending a request at
CDSL	helpdesk.evoting@cdslindia.com or contact at 022-
	23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
• 1. Your User ID details are given below :

Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares indemat account with NSDL.	8 Character DP ID followed by 8 DigitClient IDFor example if your DP ID is IN300***and Client ID is 12****** then your userID is IN30012****.
b) For Members who hold shares indemat account with CDSL.	16 Digit Beneficiary IDFor example if your Beneficiary ID is12************** then your user ID is$17*********************$
c) For Members holding shares inPhysical Form.	EVEN Number followed byFolioNumber registered with the companyFor example if folio number is 001***and EVEN is 101456 then user ID is

101456001***

• 1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • If your email ID is registered in your demat account or with the $(i)$ company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • $(ii)$ If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Gener al Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorized signatory (ies) who are authorized to vote, to the Scrutinizer by e-mail to csbbansal@gmail.com with a copy marked to evoting@nsdl.co.in.

$2.$ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to NSDL at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to tarapur.1989@gmail.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investors.bilenergy@gmail.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.infor procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the EGM/AGM throughVC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible tovote through e-Voting system in the EGM/AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e -Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their

respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• 1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at tarapur.1989@gmail.com. The same will be replied by the company suitably.
• 1. Ms. Bhuwnesh Bansal and Associates, Practicing Company Secretary (M. No. 6526, CP No. 9089) has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
• 1. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, with in 48 hours of the conclusion of the AGM a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
• 1. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company at www.tarapurtransformers.comand on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE.
• 1. Shareholder/s holding physical shares are requested to approach any of the Depository Participants (DP) for dematerialization of their shares in the Company for ease and convenience. Big Share Services Pvt. Ltd is the Registrar & Share Transfer Agent of the Company. All

investor related communication may be addressed to RTA at the following address: Big Share Services Private Limited Address: 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, AndheriEast, Mumbai 400059, Maharashtra Tel No: 022-40430200 Fax No: 022-28475207 www.bigshareonline.com Email Id: investor@bigshareonline.com

• l0 Members are requested to send their queries, if arly on the operations of the company, to reach the company at the company's Registered office, atleast 5 days before the r".ting, ro that the information can be compiled in advance.
• 1. In case of joint holders attending the meeting, onry such joint holder who is higher in the order ofnames will be entitled to vote.

By Order ofthe Board ofDirector For Tarapur Transformers Limited

sd/-

Managing Director (DINr 06873425) Mumbai, 2sth August, 2021.

ANNEXURE A

Statement pursuant to Section 102(1) of the Companies Act, 2013, as amended ('Act')

Item No. 3

Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510) was appointed as the Additional Director of the Company w.e.f. 30th September, 2020 under the Non-Executive, Non-Independent Director category on 30th September, 2020 by the Board of Directors, subject to the approval of members at this Annual General Meeting.

Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510) will be liable to retire by rotation based on the recommendations of the Nomination and Remuneration Committee. Further, the Company has, in terms of Section $160(1)$ of the Act, received a notice in writing from a Member proposing the candidature of Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510) for the office of Director.

In terms of the applicable provisions of the Listing Regulations and Companies Act, 2013, each as amended, the appointment of Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510) as Non-Executive, Non-Independent Director of the Company is being placed before the Shareholders for their approval by way of a ordinary resolution.

None of the other Directors of the Company are, in any way, connected or interested in the resolution.

The profile and specific areas of expertise of Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510) are provided as Annexure B to this Notice. The Board recommends the Resolution set forth in Item No. 3 for the approval of the Members.

Item No. 4

Mr. Anil Mahabir Gupta (DIN: 01128035) was appointed as the Additional Director of the Company w.e.f. 30th September, 2020 up to ensuing Annual General Meeting. He is proposed to be re-appointed as an Independent Director for a period of Five (5) years from this Annual General Meeting upto 38th Annual General Meeting, not liable to retire by rotation based on the recommendations of the Nomination and Remuneration Committee. Further, the Company has, in terms of Section 160(1) of the Act, received a notice in writing from a Member proposing the candidature of Mr. Anil Mahabir Gupta (DIN: 01128035) for the office of Director. In terms of Section 149, 152 and other applicable provisions of the Act, read with Schedule IV of the Act and the Rules made thereunder, and in terms of the

applicable provisions of the Listing Regulations, each as amended, the appointment of Mr. Anil Mahabir Gupta (DIN: 01128035) as an Independent Director of the Company for a period of five years is being placed before the Shareholders for their approval by way of a special resolution.

None of the other Directors of the Company are, in any way, connected or interested in the resolution.

The Company received from Mr. Anil Mahabir Gupta (DIN: 01128035):-

1. Consent in writing to act as Director of the Company in Form DIR-2;

2. Intimation in Form DIR-8 to the effect that he is not disqualified under Section 164(2) of the Companies Act, 2013;

3. Declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act read with Regulation 16 and Regulation 25(8) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('Listing Regulations');

4. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, that he has not been debarred from holding office of a Director by virtue of any Order passed by Securities and Exchange Board of India or any other such authority.

The profile and specific areas of expertise of Mr. Anil Mahabir Gupta (DIN: 01128035) are provided as Annexure B to this Notice. The Board recommends the Resolution set forth in Item No. 4 for the approval of the Members.

Item No. 5

Mr. Suresh Sakharam More was appointed as the Managing Director of the Company for a period of five years with effect from 12th August 2016, after obtaining due approval of the members of the company in their 28th Annual General Meeting held on 29th September, 2016 Accordingly, the present term of Mr. Suresh Sakharam More comes to an end on 11th August, 2021.

The Board, in its meeting held on 12th August 2021 has approved the re-appointment of Mr. Suresh Sakharam More as Managing Director of the company for a further period of five years after his current tenure ends on 11th August 2021. The Board has taken the decision of said re-appointment based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the members of the company.

Mr. Suresh Sakharam More is not disqualified from being re-appointed asa Managing Director in terms of Section 164 of the Companies Act, 2014. He has communicated his

willingness to be re-appointed and has given his consent to act as Managing Director of the Company. He satisfies all the conditions set out in section 196(3) of the said act and Part-I of Schedule V thereof and hence, is eligible for re-appointment.

A brief profile of Mr. Suresh Sakharam More is provided in the Annexure B to the Notice pursuant to the provisions of :

• the Securities and Exchange Board of India (Listing obligations and Disclosure $(i)$ Requirements) Regulations, 2015 and
• $(ii)$ Secretarial Standard on General Meetings (SS-2) issued by the institute of Company Secretaries of India.

It is proposed to seek Members Approval for the re-appointment of and remuneration payable to Mr. Suresh Sakharam More as a Managing Director, in terms of the applicable provisions of the said Act and the Rules made thereunder.

The Board of Directors is confident that their vast knowledge and experience will be of great value to the Company and hence commends the resolution set out at item no. 5 of the notice as an special resolution for the your approval.

None of the other Directors of the Company are, in any way, connected or interested in the resolution.

Item No. 6

In view of the provisions of Section 188 (1) of the Companies Act, 2013 and the rules made thereunder, the Audit Committee and Board of Directors have recommended the consent of shareholders to set the maximum limit i.e. Rs. 2 Crore per transaction that your company may enter with its related parties i.e. Associates, Key Managerial Person, Relatives of Key Managerial Person, Company of relatives of Key Managerial Person.

All the proposed transactions would be carried out as part of business requirements of the Company and are ensured to be on arm's length basis.

Members are hereby informed that pursuant to the second proviso of Section 188(1) of the Companies Act, 2013, no member of the Company shall vote on such resolution to approve any contract or arrangement, if such member is a related party.

None of the other Directors of the Company are, in any way, connected or interested in the resolution.

The ordinary resolution as set out in Item no.6 of this Notice of AGM is recommended by the Board for your approval.

Annexure-B

2015 and Secretarial Standards - 2 on General Deta s ofDirector seeking appointment and re-appointment atthe Annuar General Meeting Pursuant to Regulation 36 ofsEBI (Listing obligations and Discrosure Requirements)

Name of Director	Mr.RaiendrakumarAnandilalChoudhary	Mr,SureshkumarAnandilalChoudhary	Mr.AnilMahabirGupta	Mr, SureshSakharamMore
Date of Birth	72/rt/7e60	28/0t/7e58	77 /07 /1968	0t/ 06/ 1e7 0
Dateofappointment	30/06/2017	30 /09 /2020	30 /t)9 /2020	1,2/08/2016
Qualification	B.com	B.com	Graduate	J.). L.
Directorship heldin other ListedCompanies	BilenergySystemsLimited	BilenergySystems Limited		BilpowerLimitedBilenergySystemsLimited
Memberships/Chairmanshipsof committeesof other ListedEntities
No. of Sharesheld	272545		1500
RelationshipwithexistingDirectors of theCompany	Brother ofSuresh kumarChoudhary	BrotherofRajendrakumarChoudhary

By Order of the Board of Director

sd/- Mr. Su

Managing Director (DIN;06873425)

Registered Office: - S-105, 1si Floor, Raiiv candhi Commercial Complex, Ekta Nagar, Kandivali [West), Mumbai- 400067 Website; www,tarapurtransformers.com, Email: tarapur.1989@gmail.com cIN-L99999MH1988PLC047303 Mumbai, 25tt'August, 2021