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June 14, 2024

To, To, Corporate Relationship Department Listing Department BSE Limited, National Stock Exchange of India Limited 14[th] Floor, P. J. Towers, "Exchange Plaza", C-1, Block G, Dalal Street, Fort, Bandra- Kurla Complex, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 SCRIP CODE: 532779 SCRIP SYMBOL: TORNTPOWER

Dear Sir / Madam,

Sub: Notice of Meeting of Unsecured Creditors of only Renewable Power Undertakings of the Company to be convened as per the directions provided in the Order of the Hon’ble National Company Law Tribunal, Ahmedabad Bench (‘NCLT’), in the matter of the Scheme of Arrangement between the Company (‘Transferor Company’) and Torrent Green Energy Private Limited, wholly owned subsidiary of the Company (‘Transferee Company’) and their respective shareholders and creditors

In continuation to our letter dated May 16, 2024 informing directions given by NCLT, in the Company Scheme Application CA(CAA)/16(AHM)2024 for convening Meeting of Unsecured Creditors of only Renewable Power Undertakings of the Company scheduled to be held on Thursday, July 18, 2024 at 3:00 pm through physical mode at Registered office of the Company at “Samanvay”, 600 Tapovan, Ambawadi, Ahmedabad – 380 015 in the state of Gujarat for the purpose of considering, and, if thought fit, approving, with or without modification the Scheme of Arrangement.

The Company has completed dispatch of Notice of the Meeting along with Annexures today, i.e. June 14, 2024 to all Unsecured Creditors of only Renewable Power Undertakings of the Company appearing on the record of the Company as on Tuesday, April 30, 2024 through electronic mode as well as through courier

We enclose herewith copy of the Notice convening the Meeting along with the Explanatory Statement under Section(s) 102, 230 to 232 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (together referred to as ‘Notice’).

https://www.torrentpower.com/pdf/investors/NCLT_Unsecured_Final.pdf

TORRENT POWER LIMITED Email: [email protected] CIN: L31200GJ2004PLC044068 Regd. Office: ''Samanvay'', 600, Tapovan, Ambawadi, Ahmedabad 380015, Gujarat, India Phone: 079-26628300 www.torrentpower.com

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You are requested to take the above on record.

Thanking you.

Yours faithfully,

For Torrent Power Limited

RAHUL Digitally signed by RAHUL CHAITANYAB CHAITANYABHAI SHAH Date: 2024.06.14 HAI SHAH 19:02:40 +05'30'

Rahul Shah

Company Secretary & Compliance Officer

Encl.: As above

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TORRENT POWER LIMITED (CIN: L31200GJ2004PLC044068)

Registered Office: “Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad – 380 015, Gujarat, India Phone: + 91 79 26628300 Email Id: [email protected] Website: www.torrentpower.com

NCLT Convened Meeting of Unsecured Creditors of only Renewable Power Undertakings

Day	Thursday
Date	July 18, 2024
Time	03:00 p.m.
Venue	“Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad-380 015

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TORRENT POWER LIMITED

(CIN: L31200GJ2004PLC044068 )

Registered Office: “Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad – 380 015, Gujarat, India Phone: + 91 79 26628300

Website: www.torrentpower.com Email Id: [email protected]

NOTICE OF MEETING OF THE UNSECURED CREDITORS OF ONLY RENEWABLE POWER UNDERTAKINGS OF TORRENT POWER LIMITED

(Convened pursuant to Order dated May 15, 2024 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench)

Meeting of the Unsecured Creditors of Only Renewable Power Undertakings of Torrent Power Limited

Day	Thursday
Date	July 18, 2024
Time	03:00 p.m.
Venue	“Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad - 380 015

INDEX

Sr. No.	Contents	Page No.
1	Notice convening Meeting of the Unsecured Creditors of only Renewable Power Undertakings of Torrent Power Limited (‘Applicant Transferor Company’ or ‘TPL’) as per the directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench	01
2	Explanatory Statement under Section 102 read with Sections 230 to 232 of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016	05
3	Scheme of Arrangement involving transfer and vesting of the Renewable Power Undertakings of Torrent Power Limited to Torrent Green Energy Private Limited (‘Applicant Transferee Company’ or ‘TGEL’)(Annexure 1)	24
4	Audit Committee Report adopted by the Board of Directors of Torrent Power Limited(Annexure 2)	53
5	Valuation Report(Annexure 3)	58
6	Fairness Opinion(Annexure 4)	67

Sr. No.	Contents	Page No.
7	Copies of Board Resolutions of Torrent Power Limited and Torrent Green Energy Private Limited(Annexure 5)	73
8	Copies of Observation Letters dated March 04, 2024 issued by BSE and NSE (Annexure 6)	83
9	Nil Complaints Report dated January 20, 2024 and November 13, 2023 filed with BSE and NSE respectively(Annexure 7)	90
10	Report adopted by the Board of Directors of the Applicant Transferor Company and Applicant Transferee Company pursuant to Section 232(2)(c) of the Companies Act, 2013(Annexure 8)	94
11	Pre Scheme and Post Scheme Shareholding Patterns of the Applicant Companies (Annexure 9)	104
12	Statutory Auditors’ Certificate confirming compliance of Accounting Treatment (Annexure 10)	119
13	Audited Financial Results as on March 31, 2024 and Unaudited Financial Results for the period ended on December 31, 2023 and Copy of the Divisional Balance Sheet of TPL, the Applicant Transferor Company as on December 31, 2023 (Annexure 11)	125
14	Audited Financial Results as on March 31, 2024 and Unaudited Financial Results for the period ended on December 31, 2023 of TGEL, the Applicant Transferee Company(Annexure 12)	159
15	Information pertaining to the Applicant Transferee Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018(Annexure 13)	187
16	Details of on-going adjudication and recovery proceedings, prosecution initiated and other enforcement action against the Applicant Transferor Company (Annexure 14)	197
17	Additional Information as per Observation Letters dated March 04, 2024 and Requirement Letters vide e-mails dated October 05, 2023 and October 03, 2023 respectively issued by BSE and NSE(Annexure 15)	200
18	Proxy Form	224
19	Attendance Slip	226
20	Route Map	227

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

C A (CAA) NO. 16 OF 2024

In the matter of the Companies Act, 2013; AND

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013; AND

In the matter of Scheme of Arrangement involving transfer and vesting of the Renewable Power Undertakings of Torrent Power Limited to Torrent Green Energy Private Limited.

TORRENT POWER LIMITED

CIN L31200GJ2004PLC044068

a company incorporated under the Companies Act, 1956

and having its Registered Office at “Samanvay”, 600 ,Tapovan, Ambawadi, Ahmedabad - 380 015 in the state of Gujarat………. Applicant Transferor Company

NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS OF ONLY RENEWABLE POWER UNDERTAKINGS OF TORRENT POWER LIMITED, APPLICANT TRANSFEROR COMPANY

To,

The Unsecured Creditors of only Renewable Power Undertakings of Torrent Power Limited (‘The Applicant Transferor Company’).

NOTICE is hereby given that by an Order dated May 15, 2024 (‘Order’), the Ahmedabad Bench of the National Company Law Tribunal (‘NCLT’) has directed that a Meeting of the Unsecured Creditors of only Renewable Power Undertakings of the Applicant Transferor Company be convened and held on Thursday, July 18, 2024 at 03:00 p.m. at the Registered Office of the Applicant Transferor Company situated at “Samanvay”, 600 Tapovan, Ambawadi, Ahmedabad - 380 015 for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement involving transfer and vesting of the Renewable Power Undertakings of Torrent Power Limited (‘Applicant Transferor Company’) to Torrent Green Energy Private Limited (‘Applicant Transferee Company’) and their respective shareholders and creditors (‘Scheme’).

In pursuance of the said Order and as directed therein, further Notice is hereby given that a Meeting of the Unsecured Creditors of only Renewable Power Undertakings of the Applicant Transferor Company will be held on Thursday, July 18, 2024 at 03:00 p.m. at the Registered Office of the Applicant Transferor Company situated at “Samanvay”, 600 Tapovan, Ambawadi, Ahmedabad - 380015; at which time and place, the Unsecured Creditors of only Renewable Power Undertakings of the Applicant Transferor Company are requested to attend.

Notice of NCLT Convened Meeting

Copies of the Scheme of Arrangement and the Explanatory Statement under Section 102 read with Sections 230 to 232 of the Companies Act, 2013 (“Act”) can be obtained free of charge, between 11:00 a.m. to 01:00 p.m. on all working days, at the Registered Office of the Applicant Transferor Company, up to the date of the Meeting, and/or from the office of the Advocate, Mrs. Swati Soparkar at 301, Shivalik 10, Opp. SBI Zonal Office, S.M. Road, Ambawadi, Ahmedabad - 380 015, Gujarat.

NCLT has appointed Mr. Mahesh C. Gupta, Independent Practicing Company Secretary, to act as Chairman of the said Meeting and failing him, Mr. Sparsh M. Gupta, Independent Practicing Company Secretary, to act as an alternate Chairman of the said Meeting to be held on July 18, 2024 and in respect of any adjournment or adjournments thereof.

Dated this June 07, 2024

Place: Ahmedabad

Mahesh C. Gupta FCS : 2047 CP No. : 1028

Chairman appointed for the Meeting

Registered Office:

‘Samanvay’ 600, Tapovan, Ambawadi, Ahmedabad - 380 015, Gujarat, India

CIN: L31200GJ2004PLC044068 Phone: +91 79 26628300 Website: www.torrentpower.com Email: [email protected]

NOTES:

1) In compliance with the provisions of Sections 230 to 232 of the Companies Act, 2013 read with the Rules framed thereunder and other applicable provisions, voting by Unsecured Creditors of only Renewable Power Undertakings of TPL to the Scheme shall be carried out through ballot/ polling paper as arranged by the Applicant Transferor Company at the venue of the Meeting to be held on July 18, 2024.
2) A copy of the Explanatory Statement pursuant to Section 102 read with Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of the Act and the Rules made thereunder, the Scheme and the other enclosures as indicated in the Index are enclosed.
3) All documents, referred to in the accompanying Notice and the Explanatory Statement along with the Statutory Registers maintained by the Applicant Transferor Company will be available for inspection by the Unsecured Creditors of only Renewable Power Undertakings of TPL at the Registered Office of the Company during working hours on all working days from the date of dispatch of the Notice upto the date of the Meeting. Unsecured Creditors of only Renewable Power Undertakings of TPL may note that the Notice will also be available on the Company’s

Notice of NCLT Convened Meeting

website i.e. www.torrentpower.com, 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.

4) In compliance with the applicable provisions of the Act and the Order passed by NCLT, (a) the aforesaid Notice along with Attendance Slip, Proxy Form and Route Map; (b) the Scheme; (c) the Explanatory Statement under Sections 230 to 232 read with Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of the Act and the Rules made thereunder, and (d) the enclosures as indicated in the Index (collectively referred to as ‘ Particulars ’), are being sent (i) through electronic mode to those Unsecured Creditors of only Renewable Power Undertakings of TPL whose e-mail IDs are registered with TPL and (ii) through registered post, speed post, courier and / or hand delivery, to those Unsecured Creditors of only Renewable Power Undertakings of TPL who have not registered their e-mail ids with TPL. The aforesaid Particulars are being sent to all the Unsecured Creditors of only Renewable Power Undertakings of TPL whose names appear in the records of the Company as on April 30, 2024.
5) The voting rights as well as the value of the Unsecured Creditors of only Renewable Power Undertakings of TPL shall be in proportion to the outstanding amount due to them by the Company as on July 11, 2024 (‘ cut-off date ’).
6) The Scheme shall be considered approved by the Unsecured Creditors of only Renewable Power Undertakings of TPL if the resolution has been approved by the majority of persons representing three-fourths in value of the Unsecured Creditors of only Renewable Power Undertakings of TPL in terms of Sections 230 to 232 of the Act.
7) Any person who becomes an Unsecured Creditor of only Renewable Power Undertakings of TPL after dispatch of the Notice and has outstanding due to them by Applicant Transferor Company as on the cut-off date may cast their votes by following the instructions of ballot paper.
8) AN UNSECURED CREDITOR OF ONLY RENEWABLE POWER UNDERTAKINGS OF TPL IS ENTITLED TO ATTEND AND VOTE AT THE MEETING OF THE COMPANY IS ENTITLED TO APPOINT A PROXY / PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY / PROXIES NEED NOT BE AN UNSECURED CREDITOR OF ONLY RENEWABLE POWER UNDERTAKINGS OF THE COMPANY. THE INSTRUMENT OF PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE SCHEDULED TIME OF THE COMMENCEMENT OF THE MEETING.
9) Form of Proxy is annexed to this Notice and can also be obtained from the Registered Office of TPL.
10) All alterations made in the Form of Proxy should be initialed.
11) The authorised representative of a Body Corporate or Bank or Institution, which is a registered Unsecured Creditor of only Renewable Power Undertakings of the Company may attend and vote at the Meeting, provided a certified true copy of the Resolution of the Board of Directors or other governing body of such Body Corporate or authorisation

Notice of NCLT Convened Meeting

letter together with attested specimen signature of the duly authorised signatory who are authorised to vote, is deposited at the Registered Office of the Company not later than 48 hours before the scheduled time of the commencement of the Meeting.

12) Unsecured Creditors of only Renewable Power Undertakings of TPL are requested to hand over the enclosed Attendance Slip, duly filled and signed in accordance with their specimen signature(s) registered with the Company for admission to the venue of the Meeting.
13) The quorum for the Meeting of the Unsecured Creditors of only Renewable Power Undertakings of Applicant Transferor Company as directed by the NCLT shall be determined by the Chairman in such a manner that Unsecured Creditors of only Renewable Power Undertakings of TPL present in the Meetings represent at least 25% in number and 50% in value of all Unsecured Creditors of only Renewable Power Undertakings. The unsecured creditor of only Renewable Power Undertakings of TPL or authorised representative of the body corporate attending the Meeting shall be counted for the purpose of reckoning the quorum as prescribed by the NCLT Order.
14) The Notice convening the aforesaid Meeting will be published through advertisement in ‘Indian Express’, Gujarat editions in the English language and translation thereof in ‘Financial Express', Gujarat editions in the Gujarati language.
15) Mr. Rajesh Parekh, Independent Practicing Company Secretary, having Certificate of Practice No. 8073 has been appointed as the Scrutinizer to scrutinize the voting through ballot / polling paper during the Meeting in a fair and transparent manner.
16) The Scrutinizer will submit his report to the Chairman or a person authorised by him, after the completion of scrutiny. The results declared along with the Scrutinizer’s Report shall be placed on the Applicant Transferor Company’s website i.e. www.torrentpower.com and shall also be communicated to the Stock Exchanges where the shares of the Applicant Transferor Company are listed and shall be displayed at the Registered Office along with the Scrutinizer’s Report.
17) The Scheme, if approved at the Meeting, will be subject to the subsequent approval of the Hon’ble National Company Law Tribunal, Ahmedabad Bench.

Notice of NCLT Convened Meeting

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

C A (CAA) NO. 16 OF 2024

In the matter of the Companies Act, 2013; AND

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013; AND

In the matter of Scheme of Arrangement involving transfer and vesting of the Renewable Power Undertakings of Torrent Power Limited to Torrent Green Energy Private Limited.

TORRENT POWER LIMITED

(CIN L31200GJ2004PLC044068)

a company incorporated under the Companies Act, 1956 and having its Registered Office at “Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad - 380 015

in the state of Gujarat………. Applicant Transferor Company

EXPLANATORY STATEMENT UNDER SECTIONS 230 TO 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (‘ACT’) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 ACCOMPANYING THE NOTICE OF THE MEETINGS OF EQUITY SHAREHOLDERS, SECURED CREDITORS OF TORRENT POWER LIMITED AND UNSECURED CREDITORS OF ONLY RENEWABLE POWER UNDERTAKINGS OF TORRENT POWER LIMITED, CONVENED PURSUANT TO THE ORDER DATED MAY 15, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

Pursuant to the Order dated May 15, 2024 (‘Order’), passed by the Ahmedabad Bench of the Hon’ble National Company Law Tribunal (‘ NCLT ’ or ‘ Tribunal ’), in Company Application No. CA (CAA) No. 16 of 2024, Separate Meetings of the Equity Shareholders, Secured Creditors of Torrent Power Limited and Unsecured Creditors of only Renewable Power Undertakings of Torrent Power Limited, the Applicant Transferor Company are being convened and will be held, for the purpose of considering and, if thought fit, approving with or without modification(s), the Scheme of Arrangement involving Transfer and vesting of the Renewable Power Undertakings of Torrent Power Limited (hereinafter referred to as ‘TPL’ or the ‘Applicant Transferor Company’) to Torrent Green Energy Private Limited (hereinafter referred to as ‘TGEL’ or the ‘Applicant Transferee Company’) and their respective shareholders and creditors (‘Scheme’) by way of slump sale under Sections 230 to 232 and other applicable provisions, applicable if any, of the Companies Act, 2013 (‘Act’) (including any statutory modification or re-enactment or amendment thereof) read with the Rules issued thereunder. The Hon’ble NCLT has vide the above referred Order, dispensed with the Meetings of the Shareholders and unsecured creditors of the Applicant Transferee Company in view of the written consents from all of them having been placed on record. The Meeting of Secured Creditors of the said Applicant Transferee Company is held to be not necessary as there are no Secured Creditors of the said Company.

Notice of NCLT Convened Meeting

The definitions contained in the Scheme will apply to this Explanatory Statement also.
A copy of the Scheme setting out in detail the terms and conditions of the Arrangement, which has been approved by the Board of Directors of both the Applicant Companies at their respective Meetings held on August 10, 2023 is attached to this Explanatory Statement and forms part of this Statement as Annexure 1 .
As stated earlier, NCLT by its Order has, inter alia, directed that a Meeting of the Equity Shareholders of TPL, shall be convened on Thursday, July 18, 2024 at 10:00 a.m. through Video Conferencing or OAVM. The Meetings of the Secured Creditors of TPL and Unsecured Creditors of only Renewable Power Undertakings of TPL, the Applicant Transferor Company shall be convened and held on Thursday, July 18, 2024 at the Registered Office of Torrent Power Limited at “Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad - 380 015 at 12:00 noon and 03:00 p.m. respectively

NCLT by its Order has further directed the Applicant Transferor Company to provide e-voting facility through remote e-voting system and e-voting at the time of Meeting for the Meeting of Equity Shareholders to be conducted by VC or OAVM. Whereas at the physical Meetings of the Creditors, NCLT has directed to undertake voting by ballot / polling paper at the Meetings to be conducted.

Background of Torrent Power Limited, the Applicant Transferor Company.
(i) Torrent Power Limited, (hereinafter referred to as ‘TPL’ or ‘the Applicant Transferor Company’) was originally incorporated as Torrent Power Trading Private Limited on April 29, 2004 under the Companies Act, 1956 with Registrar of Companies, Gujarat. The name was changed to Torrent Power Private Limited with effect from January 25, 2006 pursuant to the fresh Certificate of Incorporation obtained from the Registrar of Companies, Gujarat. The company was then converted to a Public Limited Company with the name Torrent Power Limited vide certificate dated February 08, 2006. It is a listed public limited Company. The Equity Shares of TPL are listed on the National Stock Exchange of India Limited and BSE Limited. The current Corporate Identity Number is L31200GJ2004PLC044068. The Permanent Account Number of the Transferor Company is AACCT0294J. Email id of the Transferor Company is [email protected]. Website of the Transferor Company is www.torrentpower.com.
(ii) There is no change in name of the Applicant Transferor Company in the last five years. The Registered Office of TPL is situated at “Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad - 380 015 in the state of Gujarat. There is no change in Object Clause of the Transferor Company in the last five years.

Notice of NCLT Convened Meeting

(iii) The Share Capital of TPL as on March 31, 2024 and as on December 31, 2023, is as under:-

Particulars	`
Authorised Share Capital
437,00,00,000 EquityShares of ₹ 10 each	4370,00,00,000
Total	4370,00,00,000
Issued, Subscribed and Paid-up Share Capital
48,06,16,784 fully paid-up Equity Shares of ₹ 10 each	480,61,67,840
Total	480,61,67,840

There is no change in the Capital structure of the Company since the above referred date. TPL has no outstanding employee stock options.

(iv) The main objects of TPL are as under:

Main objects:-

a. To generate, transmit, distribute, purchase, procure, sell, import, export or accumulate or otherwise deal in all forms of electrical power in all aspects, to own, promote, set up, establish, develop, maintain, run, operate, manage and acquire generating company, generating station or stations of every kind and description, and to own, promote, set up, establish, develop, maintain, run, operate and manage transmission and distribution networks or systems and to acquire, in any manner, these networks or systems and to act as agent or representative of any person engaged in the planning, development, generation, transmission, distribution, supply or financing of power and to investigate, research, design and prepare feasibility, appraisal or project reports and to build and execute projects for generation, transmission, distribution, supply, purchase, sale, import, export, storage and accumulation of all forms of electrical power and to engage in all activities incidental thereto.
b. To carry on the business of establishment and management of fuel systems and to search for, obtain, acquire, mine, explore, buy, sell, import, export or otherwise deal in oils, gases, coals, naphtha, liquefied natural gas, raw petroleum stock or any other fuel in solid, liquid or gas form, whether found in natural state or obtained by processing from other substances and to carry on the production, storage, processing and manufacturing of these products and any related materials.
c. To carry on the business of manufacturers, sellers and distributors of electrical apparatuses and appliances, electric, magnetic, galvanic and other articles and things of all kinds including electric wires and cables of all descriptions, insulators, conductors, tapes, ropes, poles, galvanisers, switch gears, distribution accessories and all other kinds of electrical goods and materials and the business of electrical, mechanical, civil, sanitary, railway, nautical, aeronautical and general engineers in all their respective branches.
d. To carry on business as manufacturers, importers, exporters, wholesellers, retailers, repairers, buyers and sellers of and dealers in all kinds of goods, substances, preparations, materials, articles, things, apparatuses, fittings, appliances, accessories and component parts for or in connection with the civil, electrical, mechanical and textile engineering, electrical and cable industries, made wholly or in part out of

Notice of NCLT Convened Meeting

rubber, synthetic rubber, cork, plastics, asphalt, glass and any other natural and synthetic materials of all descriptions and to compound, fabricate, mould, extrude or otherwise process goods made wholly or partially from thermoplastic and thermosetting substances or other materials of any nature.

(v) Torrent Power Limited, the Applicant Transferor Company is a listed public limited Company. It is, inter alia, engaged in the business of electricity generation, transmission and distribution with operations in the states of Gujarat, Maharashtra, Uttar Pradesh and Karnataka. During the Financial Year ended on March 31, 2024, on standalone basis, TPL had Total Income of ₹ 20,446.56 Crores. The Net Profit was to the tune of ₹ 1,798.03 Crores. It had Total Reserves of ₹ 11,557.88 Crores. Whereas on consolidated basis, the Total Income was ₹ 27,527.53 Crores and Net Profit was ₹ 1,896.00 Crores. It had Total Reserves of ₹ 11,581.09 Crores. It is a dividend paying Company. Copies of Audited Financial Results of TPL as on March 31, 2024 and Supplementary Financials as on December 31, 2023 along with a Divisional Unaudited Balance sheet as at December 31, 2023 indicating Assets and Liabilities of the Undertakings being transferred viz. Renewable Power Undertakings, Remaining Business and Cumulative is annexed herewith as Annexure 11.
(vi) The details of the Promoters (including Promoter Group) of the Applicant Transferor Company as on the date of the Notice are as under:

Sr. No	Name of Promoter	No of Shares held	% of Shareholding
1. 2. 3. 4.	Torrent Investments Private Limited CIN: U67120GJ1985PTC007573 Sudhir Uttamlal Mehta DIN: 00061871 Samir Uttamlal Mehta DIN: 00061903 Jinal Sudhirbhai Mehta DIN: 02685284	25,74,22,311 6,882 6,125 8,000	53.56 0.0014 0.0013 0.0017
5.	Mehta Family Trust 1	0	0.00
6.	Mehta Family Trust 2	0	0.00
7.	Mehta Family Trust 3	0	0.00
8.	Mehta Family Trust 4	0	0.00
	TOTAL	25,74,43,318	53.57

Notice of NCLT Convened Meeting

(vii) The details of the Directors of the Applicant Transferor Company as on the date of the Notice are as under:

Sr. No	Name of Director	DIN	No of Shares held	Category
1.	Samir Mehta	00061903	6,125	Chairperson & Managing Director (Promoter)
2.	Jinal Mehta	02685284	8,000	Vice Chairman & Managing Director (Promoter)
3.	Varun Mehta	07862034	-	Non-Executive Non- Independent Director (Promoter)
4.	Jigish Mehta	09054778	-	Director (Generation) in the category of Whole-Time Director
5.	Mamta Verma, IAS	01854315	-	Non-Executive Non- Independent Director
6.	Usha Sangwan	02609263	-	Independent Director
7.	Radhika Haribhakti	02409519	-	Independent Director
8.	Ketan Dalal	00003236	-	Independent Director
9.	Apurva Diwanji	00032072	-	Independent Director
10.	Sunil Mathur	02261944	-	Additional Independent Director

6. Background of Torrent Green Energy Private Limited (‘Applicant Transferee Company’ or ‘TGEL’) is as under:

(i) Torrent Green Energy Private Limited (hereinafter referred to as ‘TGEL’ or ‘Applicant Transferee Company’) is a private limited company incorporated on August 02, 2023 under the provisions of Companies Act, 2013 with the Registrar of Companies, Gujarat. The Applicant Transferee Company is a wholly owned subsidiary of the Applicant Transferor Company. The current Corporate Identity Number is U35105GJ2023PTC143527. The Permanent Account Number of the Applicant Transferee Company is AAKCT3221F.
(ii) The Registered Office of TGEL is situated at “Samanvay” 600, Tapovan, Ambawadi, Ahmedabad - 380 015 in the state of Gujarat.
(iii) There is no change in Name, Registered Office address and Object of the Applicant Transferee Company since its Incorporation.

Notice of NCLT Convened Meeting

(iv) The Authorised, Issued, Subscribed and Paid-up Share Capital of TGEL as on March 31, 2024 is as under:-

Particulars	Amount (in`)
Authorised Share Capital
50,000 EquityShares of ₹ 10 each	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-up Share Capital
50,000 fully paid-up Equity Shares of ₹ 10 each	5,00,000
Total	5,00,000

There is no change in the capital structure of TGEL after the aforesaid date. The entire Share Capital is held by Torrent Power Limited, the Holding Company and its nominee. Shares of the Applicant Transferee Company are not listed on any of the Stock Exchanges.

(v) The main objects of TGEL as per Memorandum of Association are as under:

Main Objects

a. To provide all types and kinds of services relating to and to carry on the business of generation, transmission, distribution, purchase, procurement, sale, trading, import, export or otherwise deal in all forms of non-conventional, renewable, green or any other sources of energy including electrical power and energy in all aspects, to own, promote, set up, establish, develop, maintain, run, operate, manage and acquire generating company, generating station or stations of every kind and description, and to own, promote, set up, establish, develop, maintain, run, operate and manage transmission and distribution networks or systems and to acquire, in any manner, these networks or systems and to act as agent or representative of any person engaged in the planning, development, setting up, generation, transmission, distribution, supply, trading or financing of power and to investigate, research, design and prepare feasibility, appraisal or project reports and to build and execute projects for generation, transmission, distribution, supply, purchase, sale, trading, import, export, storage and accumulation of all forms of electrical power. To engage in engineering, procurement and construction, contracting, consulting and finalize the terms of contracts and turnkey projects and to act as service organization for providing engineering, administrative, advisory, commercial, management, consultancy, technical, quality control, training, contractor, consultant, independent power producer, collaborator, and other services in the power sector.
(vi) Torrent Green Energy Private Limited, the Applicant Transferee Company has been incorporated with the Object of inter-alia setting up and operating solar, wind, hybrid, pump hydro storage, green hydrogen and other forms of renewable and green energy projects, and shall commence business upon the present Scheme being sanctioned by the Hon’ble NCLT. The Audited Financial Results as on March 31, 2024 and Unaudited Financial Results for the period ended on December 31, 2023 of the Applicant Transferee Company is annexed herewith as Annexure 12.

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(vii) The details of the Promoters of the Applicant Transferee Company as on the date of the Notice are as under:

Sr. No	Name of Promoter	No of Shares held	% of Shareholding
1.	Torrent Power Limited (CIN: L31200GJ2004PLC044068) TOTAL	50,000 50,000	100.00 100.00

(viii) The details of the Directors of the Applicant Transferee Company as on the date of the Notice are as under:

Sr. No	Name of Director	DIN	No of Shares Held	Category
1.	Jayesh Desai	02295309	-	Director
2.	Rishi Shah	10121181	-	Director
3.	Biren Shah	10125045	-	Director

7. RELATIONSHIP SUBSISTING BETWEEN THE APPLICANT TRANSFEROR COMPANY AND THE APPLICANT TRANSFEREE COMPANY

The Applicant Transferee Company is a wholly owned subsidiary of the Applicant Transferor Company. The Applicant Transferee Company is a Related Party of the Applicant Transferor Company as per the Companies Act, 2013. There are no common Directors on the Board of the Applicant Transferor Company and the Applicant Transferee Company. Apart from the above, there is no other relationship between the Applicant Transferor Company and the Applicant Transferee Company.

8. Rationale and Salient Features of the Scheme:

The Transferor Company and the Transferee Company are part of the same group (‘Torrent Group’) and are owned, controlled and managed by the management of the Torrent Group. To streamline the current business structure the management of the said Companies are desirous of entering into a scheme of arrangement between the Transferor Company and the Transferee Company. The Transferor Company is inter alia engaged in business of generation of power through renewable and non-renewable sources, transmission and distribution of electricity.

The proposed arrangement will enable the Transferor Company to provide greater business attention and focus on the business of generation through convention sources, transmission and distribution of electricity. In addition, the Renewable Power Undertakings will be transferred into the Transferee Company to enable unlocking of value of the Renewable Power business in future. The Renewable Power Undertakings comprises of 316.60 MW of solar and wind power, consisting of Charanka Solar Power Undertaking, Lalpur Wind Power Undertaking, Mahidad Wind Power Undertaking and Nakhatrana, Jamanwada, Nakhatrana Extension Wind Power Undertaking, all situated in the state of Gujarat.
India is a high growth market and is expected to continue to see a deficit of renewable energy in the foreseeable future. Further, as the green economy expands, TGEL will be well positioned to support the expanding demand.

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The distinct business profile provides the opportunity to potentially attract a different pool of investors and strategic partners for the Renewable Power business. Accordingly, this Scheme is being proposed for transfer of the Renewable Power Undertakings to TGEL as a going concern on Slump Sale basis.

The transfer of the Renewable Power Undertakings from the Transferor Company to the Transferee Company would interalia achieve the following benefits:
a. Value creation for shareholders:
- i. The proposed transfer of the renewable energy business of the Transferor Company to the Transferee Company will improve visibility of the renewable portfolio;
- ii. The proposed transfer of the renewable energy business of the Transferor Company to the Transferee Company will position the Transferee Company as renewable energy vehicle;
- iii. The renewable portfolio is expected to command growth premium since the Transferee Company will have distinguished growth trajectory; and
- iv. Help in unlocking value of green and renewable business;
b. Facilitate renewable energy-based power business to be effectively integrated which is expected to enhance management focus and operational flexibility resulting in synergies in business development, operations and maintenance of clean and renewable energy assets;

Salient features of the Scheme:

1. “Definitions:

(iii) “ Appointed Date ” means 1st April, 2024 or any other date as approved by NCLT.;
(xviii) “ Renewable Power Undertaking(s) ” collectively means (i) Charanka Solar Power Undertaking (ii) Lalpur Wind Power Undertaking (iii) Mahidad Wind Power Undertaking and (iv) Nakhatrana, Jamanwada and Nakhatrana Extension Wind Power Undertaking.
(I) “ Charanka Solar Power Undertaking ” means 51 MW of solar power undertaking situated at Village Charanka, Taluka Santalpur, District Patan, Gujarat.
(ii) “ Lalpur Wind Power Undertaking ” means 49.60 MW of wind power undertaking situated at Village Bhangor, Taluka Bhanvad, District Jamnagar, Gujarat.
(iii) “ Mahidad Wind Power Undertaking ” means 14.40 MW of wind power undertaking situated at Village Chobari, Takuka Chotila, District Surendranagar, Gujarat.
(iv) “ Nakhatrana, Jamanwada, Nakhatrana Extension Wind Power Undertaking ” means 201.60 MW of wind power undertaking situated at Village Ukir, Taluka Abdasa, District Kutch, Gujarat, Village, Veyar, Talika Nakhatrana, District Kutch, Gujarat and Village Bandiya, Taluka Abdasa, District Kutch, Gujarat
(v) “ Effective Date ” means the day on which last of the conditions specified in Clause 16 (Conditions Precedent) of this Scheme are complied with or otherwise duly waived and necessary orders, approvals and consents referred to therein have been obtained;
(vi) " Remaining Undertaking " means all of the businesses, units, divisions, Undertaking, and assets and liabilities of TPL other than the Renewable Power Undertakings;
(xxvi) “ Undertaking(s) ” forming part of Renewable Power Undertakings means together with its assets (including

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capital work in progress) including land and building, leasehold rights, all legal and contractual rights and working capital (including all inventories), whether tangible or intangible, in-scope employees and liabilities, in each case, on an as is where is basis, as such assets and liabilities shall exist on the Appointed Date. Further, the right of occupancy and use of the land and building for Renewable Power Undertakings.

Without prejudice to the generality of the provisions of the foregoing, the Renewable Power Undertakings shall include:

(a) all the present, future and contingent movable and immovable properties, leasehold rights, tangible or intangible, including all, plant and machinery, equipment, furniture, fixtures, vehicles, inventories, stock-in-trade or stock-in-transit and merchandising including raw materials, supplies, finished goods, wrapping supply and packaging items, leasehold assets and other properties, including contingent assets of whatsoever nature, cash in hand/ banks, investments, escrow accounts, claims, powers, authorities, rights, credits, titles, interests, benefits, right to use and avail of telephones, telex, facsimile, email, internet, leased lines and other communication facilities, utilities, electricity and electronic and all other services of every kind, nature and description whatsoever, provisions, funds, and benefits (including all work-in progress), of all agreements, arrangements, deposits, advances, recoverable and receivables, all receivables (including, royalty receivables), loans and advances also including accrued interest thereon, all advance payments, earnest monies and/ or security deposits, payment against warrants, if any, or other entitlements of the Transferor Company, and also, benefits, exemptions, licenses, privileges and approvals of whatsoever nature and wheresoever situated, belonging to or in the ownership, power or possession or control of or vested in or granted in favor of or enjoyed by the respective Demerged Company, all the debts, liabilities, duties and obligations including contingent liabilities of TPL in relation to and pertaining to the Renewable Power Undertakings;
(b) all refunds, reimbursements, claims, concessions, exemptions, benefits including sales tax deferrals, income tax deducted at source, goods and service tax credit, deductions and benefits under the relevant Law or any other taxation statute with respect to the Renewable Power Undertakings;
(c) all Permits, licences, approvals, registrations, quotas, incentives, powers, authorities, allotments, consents, rights, benefits, advantages, municipal permissions, pertaining to the Renewable Power Undertakings;
(d) entire experience, credentials, past record pertaining to the Renewable Power Undertakings; and
(e) All applications (including hardware, software, licenses, source codes, parameterizations, scripts, registrations, approvals, certificates, permits, entitlements, concessions, exemptions, subsidies, authorizations, trademarks, tradenames, patents, patent rights, copyrights, goodwill, and other intellectual properties (excluding Torrent trademark and Torrent trade name) and rights of any nature whatsoever including know-how, domain names, assignments, rights, import quotas, right to use, income tax benefits and any other exemptions as available under the IT Act and other rights, receivables and liabilities related thereto, privileges, advantages and all other facilities of every kind, nature and description whatsoever pertaining to Renewable Power Undertakings of Transferor Company;
(f) All rights to use and avail telephones, telexes, facsimile, email, internet, leased line connections and

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installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Transferor Company and exclusively and solely pertaining to or in connection with the Renewable Power Undertakings and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company and exclusively and solely pertaining to the Renewable Power Undertakings;

(g) Without prejudice to the generality of the above, Renewable Power Undertakings of Transferor Company shall include all movable and immovable assets, cash balances with banks, investments, benefits under bank guarantees, claims, powers, allotments, leasehold rights, brands, sub-letting tenancy rights, with or without the consent of the landlord as may be required by law, loans, advances, contingent rights or benefits, receivables, earnest monies, advances, exemptions and approvals of whatsoever nature (including but not limited to benefits of tax relief including under the IT Act such as credit for advance tax, taxes deducted at source, minimum alternate tax, brought forward accumulated tax losses, unabsorbed depreciation, etc.), unutilized deposits or credits, right to use and avail telex, facsimile and other communication facilities and equipment, rights and benefits of all agreements, pending applications and all other interests, rights and powers of every kind, nature and description whatsoever, privileges, liberties, easements, advantages, benefits and approvals etc. pertaining to Renewable Power Undertakings of Transferor Company;
(h) all books, records, files, papers, engineering and process information, computer programs, software licenses (whether proprietary or otherwise), drawings, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and other records whether in physical or electronic form in connection with or relating to the Renewable Power Undertakings.
(i) All agreements, power sales agreement, memoranda of agreements/understandings, contracts, arrangements, understandings, engagements, deeds and instruments including lease/license agreements, joint development agreements, tenancy rights, equipment purchase agreements, and other agreements with the customers, purchase and other agreements/contracts with the supplier/manufacturer of goods/service providers and all rights, title, interests, claims and benefits thereunder of the Renewable Power Undertakings of Transferor Company;
(j) all legal or other proceedings of whatsoever nature relating to the Renewable Power Undertakings. Explanation: Whether any particular asset, liability or employee should be included as asset, liability or employee of Renewable Power Undertakings of Transferor Company or otherwise shall be decided mutually by the Board of Directors or any committee thereof of the Transferor Company and the Transferee Company.
(xxvii) " Slump Sale " means the sale of an undertaking on a going concern basis as defined under Section 2(42C) of the Income Tax Act and "as-is- where-is" basis, for a lump sum consideration without values being assigned to the individual assets and liabilities;

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4. TRANSFER AND VESTING OF THE RENEWABLE POWER UNDERTAKINGS

4.1 With effect from the Appointed Date and upon this Scheme coming into effect, the Renewable Power Undertakings shall pursuant to Sections 230 to 232 of the Act, without any further act, instrument or deed, be transferred from TPL to and be vested in or be deemed to have been transferred to and vested in TGEL as a going concern on Slump Sale basis so as to become on and from the Appointed Date.
4.2 In respect of such assets and properties including plant and machinery (including but not limited to all intangible assets) forming part of the Renewable Power Undertakings which are movable in nature or are otherwise capable of transfer by delivery or possession or by endorsement, the same shall stand transferred from TPL to TGEL upon coming into effect of this Scheme and shall, ipso facto and without any other or further order to this effect, become the assets and properties of TGEL without requiring any deed or instrument of conveyance for transfer of the same.
4.3 With respect to the assets of the Renewable Power Undertakings other than those referred to in Clause 4.2 above and Clause 4.4 below, including all rights and interests in the agreements (including agreements for lease or license of the properties), sundry debtors, claims from customers or otherwise, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, balances & deposits, if any, with any Appropriate Authority, customers and other Persons, whether or not the same is held in the name of TPL, the same shall, without any further act, instrument or deed, be transferred to and/or be deemed to be transferred to TGEL, with effect from the Appointed Date by operation of law as transmission in favour of TGEL.
4.4 With regard to assets such as leases or licenses of the properties, TGEL will enter into novation agreements, if it is so required.
4.5 In respect of the occupancy, lease and usage rights of the land and building, the same shall stand transferred to TGEL with effect from the Appointed Date, without any act or deed or conveyance being required to be done or executed by TPL and/or TGEL. The occupancy and usage rights of the land and building are hereby transferred in favour of TGEL by TPL as an integral part of the Scheme. This transfer shall also be subject to terms and conditions of lease agreements stipulated by Government for the lease. For this purpose, if required, the Transferor and Transferee Companies shall register the true copy of the order of the Tribunal approving the Scheme with the offices of the relevant Sub-registrar of Assurances or similar registering authority having jurisdiction over the location of such land and building and shall also execute and register, as required, such other documents which may be necessary in this regard and no separate instrument including the one which creates the occupancy and usage rights in the land and building will be required to be registered separately.
4.6 Upon effectiveness of this Scheme, liabilities forming part of the Renewable Power Undertakings, as on the Appointed Date shall, without any further act or deed, be and stand transferred to and be deemed to be transferred to TGEL and TGEL shall meet, discharge and satisfy the same. In so far as indirect Tax liabilities are concerned, in particular, any liability with respect to the goods and services tax, value added tax, purchase tax,

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sales tax or any other duty or tax in relation to the Renewable Power Undertakings, shall be treated as liabilities of TGEL.

4.7 In so far as assets comprised in the Renewable Power Undertakings are concerned, the security by way of existing charges, mortgages or other encumbrances, if any, over or in respect of any such assets relating to any loans or borrowings of TPL which are not transferred to TGEL shall, without any further act, deed or instrument, be and stand released and discharged from the same and such assets shall no longer be available as security in relation to those loans or borrowings of TPL.
4.8 In respect of unutilized input credits of goods and services tax of TPL, the portion which will be attributed to the Renewable Power Undertakings and be transferred to TGEL shall be determined by the Board of TPL in accordance with Applicable Law.
4.9 Upon the Scheme becoming effective, TPL and TGEL shall have the right to revise their respective financial statements and returns along with prescribed forms, filings and annexures under the Tax Laws and to claim refunds and/or credit for Taxes paid and for matters incidental thereto, if required, to give effect to the provisions of the Scheme. It is further clarified that TGEL shall be entitled to claim deduction under Section 43B of the Income Tax Act in respect of the unpaid liabilities transferred to it as part of the Renewable Power Undertakings to the extent not claimed by TPL, as and when the same are paid subsequent to the Appointed Date.
4.10 Subject to Clause 4 and any other provisions of the Scheme, in respect of any refund, benefit, incentive, grant or subsidy in relation to or in connection with the Renewable Power Undertakings, TPL shall, if so required by TGEL, issue notices in such form as Transferor and Transferee Companies may mutually agree stating that pursuant to the Tribunal having sanctioned this Scheme, the relevant refund, benefit, incentive, grant or subsidy be paid or made good to or held on account of TGEL, as the Person entitled thereto, to the end and intent that the right of TPL to recover or realise the same stands transferred to TGEL and that appropriate entries should be passed in their respective books to record the aforesaid changes.
4.11 On and from the Effective Date, all cheques and other negotiable instruments and payment orders received or presented for encashment which are in the name of TPL, in relation to or in connection with the Renewable Power Undertakings, shall be accepted by the bankers of TGEL and credited to the account of TGEL, if presented by TGEL.
4.12 Without prejudice to the foregoing provisions of this Clause 4 and upon the effectiveness of this Scheme, TPL and TGEL may execute any and all instruments or documents and do all acts, deeds and things as may be required, including filing of necessary particulars and/or modification(s) of charge(s), with the concerned RoC or filing of necessary applications, notices, intimations or letters with any Appropriate Authority or Person to give effect to the Scheme.

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4.13 Permits, including the benefits attached thereto, pertaining to the Renewable Power Undertakings shall be transferred to TGEL from the Appointed Date, without any further act, instrument or deed and shall be appropriately mutated or endorsed by the Appropriate Authorities concerned therewith in favour of TGEL as if the same were originally given by, issued to or executed in favour of TGEL and TGEL shall be bound by the terms, obligations and duties thereunder, and the rights and benefits under the same shall be available to TGEL to carry on the operations pertaining to the Renewable Power Undertakings without any hindrance, whatsoever.
4.14 On coming into effect of this Scheme, without any further act or deed and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, engagements, arrangements and other instruments (including all tenancies, leases, licences and other assurances in favour of TPL or powers or authorities granted by or to it) of whatsoever nature in relation to the Renewable Power Undertakings (other than those taken for TPL as a whole or without reference to specific assets pertaining to the Renewable Power Undertakings) to which TPL is a party or to the benefit of which TPL may be eligible, or under which TPL has any obligations to discharge and which are subsisting or having effect shall, without any further act, instrument or deed, continue in full force and effect in favour of, by, for or against TGEL and may be enforced as fully and effectually as if, instead of TPL, TGEL had been a party or beneficiary or oblige or obligor thereto or thereunder.
4.15 Any assets acquired by the Transferor Company after the Appointed Date but prior to the Effective Date pertaining to the Renewable Power Undertakings shall upon the coming into effect of this Scheme also without any further act, instrument or deed stand transferred to and vested in or be deemed to have been transferred to or vested in the Transferee Company upon the coming into effect of this Scheme.
4.16 On and from the Effective Date, and thereafter, the Transferee Company shall be entitled to operate the bank accounts of the Transferor Company, in relation to or in connection with the Renewable Power Undertakings, and realize all monies and complete and enforce all pending contracts and transactions and to accept stock returns and issue credit notes in relation to or in connection with the Renewable Power Undertakings of the Transferor Company, in the name of the Transferor Company in so far as may be necessary until the transfer of rights and obligations of the Renewable Power Undertakings to the Transferee Company under this Scheme have been formally given effect to under such contracts and/or transactions.
4.17 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Renewable Power Undertakings occurs by virtue of this Scheme, TGEL may, at any time after the coming into effect of this Scheme, in accordance with the provisions hereof, if so required under any Applicable Law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations, other writings or tripartite arrangements with any party to any contract or arrangement to which TPL is a party or any writings as may be necessary in order to give effect to the provisions of this Scheme.

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7. CONSIDERATION

7.1 In consideration for the Slump Sale of the Renewable Power Undertakings, TGEL shall pay a lump sum cash consideration of INR 1,056.97 Crores detailed as under:

*Sr.* No	*Undertaking*	*Consideration* *(Rupees Crores)*
1.	Charanka Solar Power Undertaking	177.88
2. 3. 4.	Lalpur Wind Power Undertaking Mahidad Wind Power Undertaking Nakhatrana, Jamanwada, Nakhatrana Extension Wind Power Undertaking *TOTAL*	57.80 46.94 774.35 *1,056.97*

7.2 The consideration for the transfer of the Renewable Power Undertakings, as mentioned in Clause 7.1 above, shall be payable by TGEL to TPL, in one or more tranches, with or without interest within a period of six months from the Effective Date.

The aforesaid amount payable by way of cash consideration shall be subject to Book Value Adjustments. For the purpose of this clause, “Book Value Adjustments” shall be computed as under:

a. If the Book Value as on Appointed Date is more than the Book Value as on Cut-off Date, then the difference shall be added to the amount of cash consideration,
b. If the Book Value as on Appointed Date is less than the Book Value as on Cut-off Date, then the difference shall be reduced from the amount of cash consideration.

“Book Value as on Cut-off Date” means ` 1,056.97 Crores as on 30 June, 2023.
7.3 Further, the Transferor and Transferee Companies may agree that for the whole or part of the consideration, (i) TGEL may issue to TPL one or more debt securities carrying such interest / return and on such terms and conditions to be mutually agreed between the Transferor and Transferee Companies; and (ii) TGEL may convert it into an interest-bearing loan on terms and conditions to be mutually agreed between the Transferor and Transferee Companies.

8. ACCOUNTING TREATMENT

8.1 ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEREE COMPANY

Notwithstanding anything to the contrary contained herein, the Transferee Company shall account for the acquisition of the Renewable Power Undertakings in its books of account on and from the Appointed date as follows:

Recognize assets and liabilities of the Renewable Power Undertakings at the carrying values as appearing in the financial statements of the Transferor.

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Recognize consideration payable/paid.
Difference (if any) between the consideration paid/payable and carrying value of net assets recognized shall be adjusted in capital reserve within equity.

Any matter not dealt with in clause hereinabove will be dealt in accordance with applicable accounting principles as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as may be amended and relevant clarification issued by Institute of Chartered Accountants of India.

8.2 ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEROR COMPANY

Notwithstanding anything to the contrary contained in any other clause in the Scheme, the Transferor Company shall account for the transfer of the Renewable Power Undertakings in its books of accounts in accordance with applicable accounting principles as prescribed under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) as notified under Section 133 of the Companies Act, 2013, as may be amended from time to time.

9. REMAINING UNDERTAKING

The Remaining Undertaking shall continue to belong to and be owned and managed by TPL. TPL shall continue to be liable to perform and discharge all its liabilities and obligations in relation to the Remaining Undertaking and TGEL shall not have any liability or obligation in relation to the Remaining Undertakings.

If TGEL is in receipt of any demand, claim, notice and/or is impleaded as a party in any proceedings before any Appropriate Authority, in each case in relation to the Remaining Undertaking, TGEL shall take all such steps in the proceedings before the Appropriate Authority to substitute TGEL with TPL. However, if TGEL is unable to get TPL so substituted in such proceedings, it shall defend the same or deal with such demand in accordance with the advice of TPL and at the cost of TPL and the latter shall reimburse TGEL, against all liabilities and obligations incurred by or against TGEL, in respect thereof.”

THE FEATURES SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME OF ARRANGEMENT, THE EQUITY SHAREHOLDERS AND CREDITORS OF THE APPLICANT TRANSFEROR COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME OF ARRANGEMENT TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

9. The proposed Scheme was placed before the Audit Committee Meeting of TPL, the Applicant Transferor Company held on August 10, 2023 as well as Board of Directors of both the Applicant Companies on August 10, 2023. Copy of

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the Audit Committee Report is attached herewith as Annexure 2 . Since the Scheme envisages consideration in terms of money value and not by shares, no shares are proposed to be issued by the Applicant Transferee Company towards consideration. The Audit Committee of the Applicant Transferor Company took into account the recommendations of the Valuation Report by Mr. Sujal A. Shah, partner of SSPA & Co. Registered Valuers, an Independent Chartered Accountant and Registered Valuer and the Fairness Opinion by M/s Vivro Financial Services Private Limited, Merchant Banker which confirms the said Valuation of the Renewable Power Undertakings to be fair. Copies of both the reports are attached herewith as Annexure 3 and Annexure 4 , respectively. The Board of Directors of both the Applicant Companies passed a resolution by which it was resolved that the Scheme of Arrangement involving transfer of the Renewable Power Undertakings placed before the Board be submitted to National Company Law Tribunal. Copies of the Board Resolutions are attached herewith as Annexure 5 .

Pursuant to the same, the Application has been filed jointly by both the Applicant Companies, before the Ahmedabad Bench of the National Company Law Tribunal for the sanction of the Scheme under Section 230 read with Section 232 of the Companies Act, 2013.

10. Directors, Promoters and Key Managerial Personnel:

a) The Directors of the Applicant Transferor Company and Applicant Transferee Company may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding in the Companies, or to the extent the said Directors are common Directors in the Companies, or to the extent the said Directors are the Partners, Directors, Members of the Companies, Firms, Association of Persons, Bodies Corporate and/or Beneficiary of Trust, that hold shares in any of the Companies. None of the Directors hold shares in the Applicant Transferee Company.
b) Key Managerial Personnels (KMPs) other than Directors and their relatives may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding directly in the respective Companies that are the subject of the Scheme. None of the KMPs hold shares in any of the Applicant companies.
c) Save as aforesaid, none of the Directors and KMPs of the Applicant Transferor Company and the Transferee Company and their relatives have any material concern or interest, financial and / or otherwise in the Scheme.

11. The pre-Scheme and post-Scheme shareholding patterns of both the Applicant Companies are annexed as Annexure 9. As there will be no issue of shares by the Applicant Transferee Company to any shareholders of the Applicant Transferor Company pursuant to Scheme, there would be no change in the pre and post shareholding patterns and capital structure of the Companies solely pursuant to the Scheme coming into effect.

12. The Statutory Auditors’ certificates dated August 10, 2023 for both Applicant Companies issued by M/s. Price Waterhouse Chartered Accountants LLP certifying that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 are annexed herewith as Annexure 10.

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13. The copy of the proposed Scheme was filed by the Companies before the concerned Registrar of Companies on May 23, 2024.

14. Details of capital or debt restructuring, if any – Nil

15. Amounts due to secured creditors (as on April 30, 2024)

TPL- ₹ 11,720.87 Crores

TGEL- Nil

16. Amounts due to unsecured creditors (as on April 30, 2024)

Only Renewable Power Undertakings of TPL - ₹ 6.26 Crores
TGEL- Nil

17. Disclosure about Effect of the Compromise or Arrangement on:

As far as the Equity Shareholders of the Applicant Transferor Company and the Applicant Transferee Company are concerned (Promoter Shareholders as well as non-promoter shareholders), there will be no dilution in their shareholding in their respective Companies and their rights and interests would not be prejudicially affected by the Scheme. The Scheme is not expected to have any adverse effect on the KMPs, Directors, Promoters, Non-Promoter Members, Depositors, Creditors, Debenture Holders, Debenture Trustees and employees of the Applicant Transferor Company and the Applicant Transferee Company, wherever relevant.

Report adopted by the Board of Directors of the Applicant Transferor Company and the Applicant Transferee Company, at their respective Meetings held on May 22, 2024 and May 16, 2024, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 explaining the effect of Scheme on each class of Shareholders, Key Managerial Personnel, Promoters and Non-Promoter Shareholders are annexed herewith as Annexure 8.

18. The details of on-going adjudication and recovery proceedings, prosecution initiated and other enforcement action against the Applicant Transferor Company is annexed herewith as Annexure 14. There are no investigation or proceedings pending against Applicant Transferee Company.

19. Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement.

Notice under Section 230(5) of Companies Act, 2013 is being given to (i) the Central Government through Regional Director, North-Western Region; (ii) the Registrar of Companies, Gujarat, (iii) BSE Limited; (iv) National Stock Exchange of India Limited; (v) The Securities and Exchange Board of India; (vi) Reserve Bank of India and (vii) Income Tax Authorities in respect of all Companies, wherever applicable.

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BSE was appointed as the designated Stock Exchange by the Applicant Transferor Company for the purpose of coordinating with the SEBI, pursuant to SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.
The Applicant Transferor Company has received no observation letter regarding the Scheme from both BSE and NSE on March 04, 2024 which are annexed herewith as Annexure 6 .
As required by the SEBI Master Circular, the Applicant Transferor Company has filled Nil Complaint Report with both BSE and NSE on January 20, 2024 and November 13, 2023 respectively, which are annexed herewith as Annexure 7 .
Both the Applicant Transferor Company and the Applicant Transferee Company or any of them would obtain such necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required.
The application along with the requisite annexures thereto were filed by the Companies with NCLT on March 29, 2024

20. The information pertaining to the Applicant Transferee Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 is enclosed herewith as Annexure 13.

21. Additional Information required to be disclosed pursuant to the Observation Letters of BSE and NSE as well as Additional Information as asked by SEBI through the Stock Exchanges vide their e-mails dated October 03, 2023 are annexed herewith as Annexure 15 .

22. General:

i. The rights and interests of the Equity Shareholders, Secured or Unsecured Creditors of the Applicant Companies will not be prejudicially affected by the Scheme as no sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner.
ii. There are no winding up proceedings or any proceedings under the Insolvency and Bankruptcy Act pending against any of the Applicant Companies as of date.
iii. The following additional documents will be open for inspection to the Equity Shareholders, Secured Creditors of Applicant Transferor Company, viz. TPL and Unsecured Creditors of only Renewable Power Undertakings of TPL at the Registered Office between 11:00 a.m. to 01:00 p.m. on all working days (except Saturday and Sunday) upto one day prior to the date of Meeting:
Audited Financial Results of both the Applicant Companies as on March 31, 2024;
Unaudited Financial Results of both the Applicant Companies as on December 31, 2023;
Papers and proceedings in Company Application No. 16 of 2024 including certified copy of the Order of the Ahmedabad Bench of the National Company Law Tribunal in the said Company Application dispensing with the Meetings of Equity Shareholders and Unsecured creditors of Applicant Transferee Company and directing the convening and holding of the Meetings of the Equity Shareholders, Secured Creditors of

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Applicant Transferor Company and Unsecured Creditors of only the Renewable Power Undertakings of Applicant Transferor Company;

Copy of Scheme of Arrangement;
Memorandum of Association and Articles of Association of both Applicant Companies;
Valuation Report dated August 09, 2023 from Mr. Sujal A. Shah, partner of SSPA & Co. Registered Valuers and Fairness Opinion from M/s Vivro Financial Services Private Limited, Merchant Banker dated August 09, 2023;
Copy of the Statutory Auditors’ certificates dated August 10, 2023 for both Applicant Companies issued by M/s. Price Waterhouse Chartered Accountants LLP certifying that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013
Copies of the resolutions passed by the Board of Directors of Applicant Transferor Company and Applicant Transferee Company dated August 10, 2023, approving the Scheme.
iv. A copy of the Scheme, Explanatory Statement may be obtained free of charge on any working day (except Saturday and Sunday) from the Registered Office of the Applicant Companies or / and at the office of Advocates Mrs. Swati Saurabh Soparkar, situated at 301, Shivalik 10, Opp. SBI Zonal Office, S.M. Road, Ambawadi, Ahmedabad - 380 015, in the state of Gujarat.
v. This statement may be treated as an Explanatory Statement under Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, 2013 .

Mahesh C. Gupta FCS : 2047 CP No. : 1028

Dated this June 07, 2024

Chairman appointed for the Meeting

Place: Ahmedabad

Registered Office:

“Samanvay” 600, Tapovan, Ambawadi, Ahmedabad - 380 015, Gujarat, India CIN: L31200GJ2004PLC044068 Phone: +91 79 26628300 Website: www.torrentpower.com Email: [email protected]

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Annexure 13

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Annexure 14

Details of on-going adjudication and recovery proceedings, prosecution initiated and other enforcement action against Torrent Power Limited ('TPL')

Stamp Duty: The Government of Gujarat awarded land for setting up receiving station under Land Acquisition Act. Deputy Collector advised to pay 25.91 lakh as stamp duty @8.40% of the compensation. In Company’s view stamp duty is not applicable for such transaction. The matter is pending before Deputy Collector, Stamp Duty Valuation Department, Surat. The amount of 25.91 lakh is reported as contingent liability.
Torrent Power Limited Vs DVVNL: Demand raised by DVVNL under the Agra Distribution Franchise Agreement (DFA) pertaining to Regulatory Surcharge. The Company has proposed settlement through Arbitration in accordance with the DFA, however, it has not materialised. TPL has filed a case before the Hon’ble Commercial Court, Prayagraj, for interim relief and also filed application before Allahabad High Court for appointment of Arbitrator. The Commercial Court, Prayagraj granted stay on the execution of demand. As on March 31, 2024, the demand raised of Regulatory surcharge for 137.94 Crores (Principal: 80.29 Crores & Interest 57.65 Crores). The provision of 43.41 Crores is made in the accounts and balance amount of ` 94.53 Crores is reported as contingent liability.
Torrent Power Limited Vs DVVNL: Demand raised by DVVNL under the Agra DFA pertaining to Electricity Duty. The Company has proposed settlement through Arbitration in accordance with the DFA, however, it has not materialised. TPL has filed a case before the Hon’ble Commercial Court, Prayagraj, for interim relief and also filed application before Allahabad High Court for appointment of Arbitrator. The Commercial Court, Prayagraj granted stay on the execution of demand. As on Ocober 13, 2023, the demand raised for Electricity duty is 37.95 Crores (Principal: 14.25 Crores & Interest. ` 23.70 Crores).
Torrent Power Limited Vs DVVNL: Demand raised by DVVNL under the Agra DFA pertaining to TIRn on Excess Energy. The Company has proposed settlement through Arbitration in accordance with the DFA, however, it has not materialised. TPL has filed a case before the Hon’ble Commercial Court, Prayagraj, for interim relief and also filed application before Allahabad High Court for appointment of Arbitrator. The Commercial Court, Prayagraj granted stay on the execution of demand. As on March 15, 2024, the demand raised for TIRn of 26.03 Crores (Principal: 3.96 Crores & Interest. ` 22.07 Crores). The amount is reported as contingent liability.
Torrent Power Limitd Vs Cantonment Board Agra: Cantonment Board, Agra raised bill of ` 4.44 Crores for rent on installed transformers and license fees on underground cables in Cantonment area. TPL filed a writ petition before Allahabad High Court challenging the demand. The Court has granted stay and matter is yet to decided. The amount is reported as contingent liability.
Torrent Power Limited vs Agra Nagar Nigam: Nagar Nigam, Agra has passed Assessment Order to ascertain property tax on sub-stations and other properties of the Company amounting to ` 5.96 Crores. TPL has filed appeal before Judicial Court of small cause at Agra challenging methodology of calculation of property tax. Out of 32 sub-station matters, 2 matters have been decided in favour of the Company. Judicial Court of small cause at Agra has directed Municipal Corporation to decide the matter as per applicable Property Tax Rules.
Torrent Power Limited vs. Union of India: Principal Commissioner, GST issued Show Cause Notice ('SCN') to levy GST/Service Tax of approx. ` 14.62 Crores on network line shifting charges collected from Metro-Link Express for Gandhinagar and Ahmedabad Company Limited (MEGA). The charges are related to transmission/distribution of

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electricity which is exempted service under GST Act. MEGA also filed a writ petition in Gujarat High Court challenging GST / service tax. TPL filed impleadment application to join MEGA’s petition and requested Principal commissioner to hold adjudication of SCN till matter is decided by High Court. Principal commissioner passed the order in case of Service Tax. TPL has challenged the said order before CESTAT. However, SCN for GST is pending for adjudication.

Torrent Power Limited vs. Customs Excise and Service Tax Appellate Tribunal (CESTAT): TPL was importing steaming coal on which custom duty @ 0% BCD and 1% CVD is liable. DRI classified the steam coal as Bituminous Coal and imposed duty @5% of BCD and 6% CVD and raised demand for differential duty of 37 Crores. TPL paid 18.50 Crores under protest on April 11, 2013. Commissioner Custom (Preventive) upheld the demand of DRI and imposed fine and penalty. TPL filed appeal before CESTAT which granted stay on remaining demand on October 21, 2014. Ahmedabad Tribunal vide its order dated June 8, 2016 referred the matter to larger bench which disposed off all matters and stayed recovery by the department till Supreme Court announces final verdict in Coastal Energy & Ors. for the revival of appeal before CESTAT. The amount of `18.50 Crores is reported as contingent liability.
Torrent Power Limited vs. Commissioner Customs & Excise (CCE): TPL awarded fabrication works of iron and steel in erection of F station to M/s Richardson and Cruddas Ltd (M/s. R&C). SCN dated December 11, 1989 was issued by Collector of Central Excise, Ahmedabad for evasion of duty of 70 lakh and penalty of 17.50 lakh on erstwhile AEC Ltd. Commissioner Excise (Ahm) dropped the demand against which appeal was filed by department in CESTAT. CCE confirmed the demand. TPL has filed an appeal on January 29, 2014 in CESTAT which has granted stay on the order of CCE. The date for personal hearing fixed initially on June 21, 2023 by CESTAT is adjourned several times and in the hearing on April 22, 2024, the appeal is reserved. The amount of ` 17.50 lakh is reported as contingent liability.
Torrent Power Limited vs. Andhra Pradesh High Court, Hyderabad: A demand of 28.82 lakh was raised by the Deputy Commissioner on interstate sales. Commercial Tax Officer has filed an appeal in High Court in 2009 & 2010, which is pending for adjudication. The amount of 28.82 lakh is reported as contingent liability.
Torrent Power Limited vs. Gujarat VAT Tribunal: Based on the views expressed by the Flying Squad of Commercial Tax Department, the Company voluntarily paid VAT along with Interest (for 2007-08 to 2010-11) under protest without receipt of any notice. Afterwards the Commercial Tax Department initiated the revision of Assessment / Reassessment for the said period. The SCN was issued proposing to impose penalty each u/s. 34(7) & 34(12) against which the objection was raised by the Company. The Joint Commissioner has not accepted objection raised by the Company and passed the revision order imposing penalty amounting to ` 2.41 Crores. The GVAT Tribunal has presently granted Stay on demand till the disposal of matter without any condition of pre-deposit.
12 Torrent Power Limited vs. CESTAT: Service Tax department has taken a stand that Service Tax is applicable under RCM for the payment made to UNFCC in respect of CERs. The Company has paid the Service Tax with interest & penalty of 85 lakh. As the CERs are sold outside India and remittance was received in foreign currency, the Company has filed a claim for refund of Service Tax amount of 49 lakh which was granted by the adjudicating authority. The Department has filed an appeal with Principal Commissioner (Appeals), against the refund order passed by the department. The Appellant authority has adjudicated the appeal in favour of Department The Company has challenged the order before Hon'ble CESTAT and the same is pending for adjudication. The amount is reported as contingent liability.
13 Torrent Power Limited Vs State of Maharashtra, Stamp Collector Rural Thane & Ors: TPL challenged the Collector Rural Order imposing Stamp Duty 50.30 lakh & 50.74 lakh fine in respect of the DFA & Renewal DFA. The Court

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gave interim relief by depositing ` 25.15 lakh and the said amount is deposited. The balance amount is reported as contingent liability.

Torrent Power Limited v. State of Gujarat and others.: Subsequent to amalgamation of Ahmedabad Electricity Company Limited, Surat Electricity Company Limited and Surat Generation Limited, a common Indenture of Mortgage was executed in 2010, providing security of the amalgamated entity to the lenders of all 3 companies. Based on AG audit observation, Chief Controlling Regulatory Authority issued an order that the stamp duty paid was insufficient to the extent of ` 35.10 crore. The matter is pending before the High Court of Gujarat and interim relief was granted to the Company on April 21, 2022.

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Annexure 15

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Annexure 15A

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Annexure 15B

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Annexure 15C

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Annexure 15D

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Annexure 15E

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Annexure 15F

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Annexure 15G

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Annexure 15H

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Annexure 15I

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TORRENT POWER LIMITED

(CIN: L31200GJ2004PLC044068)

Registered Office: “Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad – 380 015, Gujarat, India Phone: + 91 79 26628300

Website: www.torrentpower.com Email Id: [email protected]

THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH C A (CAA) NO. 16 OF 2024

In the matter of the Companies Act, 2013;

AND

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013; AND

In the matter of Scheme of Arrangement involving transfer and vesting of the Renewable Power Undertakings of Torrent Power Limited to Torrent Green Energy Private Limited.

TORRENT POWER LIMITED

(CIN L31200GJ2004PLC044068)

a company incorporated under the Companies Act, 1956

and having its Registered Office at “Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad - 380 015 in the state of Gujarat………. Applicant Transferor Company

PROXY FORM

Name of the Unsecured Creditor of _______________ only Renewable Power Undertakings

Registered address : ___________________

E-mail Id : __________________

Value of Debt as on July 11, 2024 ` _______

I/ We, being the Unsecured Creditor of only Renewable Power Undertakings of Torrent Power Limited, being the Applicant Transferor Company, do hereby appoint

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1	Name
	Address
	E-mail Id

Signature: ….…...

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the NCLT convened Meeting of the Unsecured Creditors of only Renewable Power Undertakings of the Applicant Transferor Company to be held at “Samanvay” 600, Tapovan, Ambawadi, Ahmedabad - 380 015 on Thursday, July 18, 2024 at 03:00 p.m. in respect of such resolution as is indicated below:

Resolution No.	Description	Vote (Optional) / (Please put a (3) mark	Vote (Optional) / (Please put a (3) mark
		For	Against
1	Approval of the Scheme of Arrangement involving Transfer and vesting of the Renewable Power Undertakings of Torrent Power Limited to Torrent Green Energy Private Limited under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013

Signed this ___ day of __, 2024

Signature of Unsecured Creditor of only Renewable Power Undertakings with Stamp: __

Notes:

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Applicant Transferor Company, not less than 48 hours before the Schedule time of the commencement of the Meeting.
Corporate Unsecured Creditors of only Renewable Power Undertakings intending to send their authorised representative(s) to attend the Meeting are requested to send a certified copy of the Board Resolution authorising their representative(s) to attend and vote on their behalf at the Meeting.
All alterations made in the form of proxy should be initialled
Please affix revenue stamp not less than Re.1 before putting signature.
In case of multiple proxies, the proxy later in time shall be accepted.
Proxy need not be an Unsecured Creditor of only Renewable Power Undertakings of the Applicant Transferor Company.
No person shall be appointed as a proxy who is a minor.
It is optional to indicate your preference. If you leave the for and against column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may think appropriate.

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TORRENT POWER LIMITED

(CIN: L31200GJ2004PLC044068)

Registered Office: “Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad – 380 015, Gujarat, India Phone: + 91 79 26628300

Website: www.torrentpower.com Email Id: [email protected]

ATTENDANCE SLIP

MEETING OF THE UNSECURED CREDITORS OF ONLY RENEWABLE POWER UNDERTAKINGS OF THE COMPANY CONVENED BY THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH ON THURSDAY, JULY 18, 2024 AT 03:00 P.M.

This Attendance Slip duly filled in is to be handed over at the entrance of the meeting hall.

Name and Address of the Unsecured Creditor of only Renewable Power Undertakings_______

Authorised Representative/Proxy Holder ______________

(To be filled in if Proxy Form/Authorisation Letter has been duly deposited with the Company)

I certify that I am an Unsecured Creditor of only Renewable Power Undertakings/proxy/authorised representative for the Unsecured Creditor of only Renewable Power Undertakings of the Company.

I hereby record my presence at the Meeting of Unsecured Creditors of only Renewable Power Undertakings of the Company convened pursuant to an Order dated May 15, 2024 of Hon’ble National Company Law Tribunal, Ahmedabad Bench at “Samanvay”, 600 Tapovan, Ambawadi, Ahmedabad - 380 015 on Thursday, July 18, 2024 at 03:00 p.m.

Name of Unsecured Creditor of only Renewable Power Undertakings /Proxy (Block Letters)

___________ Signature of the Unsecured Creditor of only Renewable Power Undertakings / Proxy

Notes:

Only Unsecured Creditors of only Renewable Power Undertakings would be allowed to attend the Meeting. No Minors would be allowed at the Meeting.
The Unsecured Creditors of only Renewable Power Undertakings, Proxy Holder or the Authorised Representative attending the Meeting must bring this attendance slip to the Meeting and hand over at the entrance duly signed for admission to the Meeting hall.
The Unsecured Creditor of only Renewable Power Undertakings, Proxy Holder or the Authorised Representative are requested to bring their copy of Notice at the Meeting.
The authorised representative of a body corporate which is an Unsecured Creditor of only Renewable Power Undertakings of the Company must bring a certified true copy of the Resolution of the Board Meeting authorising such representative to attend and vote at the said Meeting.
BR / Authority Letter with attached specimen sign to be deposited not later than 48 hours before commencement of meeting

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ROUTE MAP TO THE VENUE OF THE MEETING TO BE HELD AT “SAMANVAY”, 600 TAPOVAN, AMBAWADI, AHMEDABAD – 380 015 ON THURSDAY, JULY 18, 2024 AT 03:00 P.M.

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TORRENT POWER LIMITED

(CIN: L31200GJ2004PLC044068)

Registered Office: “Samanvay”, 600, Tapovan, Ambawadi, Ahmedabad – 380 015, Gujarat, India Phone: + 91 79 26628300 Email Id: [email protected] Website: www.torrentpower.com

AI assistant

TORRENT POWER LIMITED — Proxy Solicitation & Information Statement 2024

62307_rns_2024-06-14_ce626edd-a0a5-47c1-b638-96186ec00c23.pdf

For Torrent Power Limited

Company Secretary & Compliance Officer

NCLT Convened Meeting of Unsecured Creditors of only Renewable Power Undertakings

TORRENT POWER LIMITED

NOTICE OF MEETING OF THE UNSECURED CREDITORS OF ONLY RENEWABLE POWER UNDERTAKINGS OF TORRENT POWER LIMITED

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

C A (CAA) NO. 16 OF 2024

TORRENT POWER LIMITED

CIN L31200GJ2004PLC044068

NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS OF ONLY RENEWABLE POWER UNDERTAKINGS OF TORRENT POWER LIMITED, APPLICANT TRANSFEROR COMPANY

Dated this June 07, 2024

Chairman appointed for the Meeting

Registered Office:

NOTES:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

C A (CAA) NO. 16 OF 2024

TORRENT POWER LIMITED

(iv) The main objects of TPL are as under:

Main objects:-

6. Background of Torrent Green Energy Private Limited (‘Applicant Transferee Company’ or ‘TGEL’) is as under:

(v) The main objects of TGEL as per Memorandum of Association are as under:

Main Objects

7. RELATIONSHIP SUBSISTING BETWEEN THE APPLICANT TRANSFEROR COMPANY AND THE APPLICANT TRANSFEREE COMPANY

8. Rationale and Salient Features of the Scheme:

Salient features of the Scheme:

1. “Definitions:

4. TRANSFER AND VESTING OF THE RENEWABLE POWER UNDERTAKINGS

7. CONSIDERATION

8. ACCOUNTING TREATMENT

8.1 ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEREE COMPANY

8.2 ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEROR COMPANY

9. REMAINING UNDERTAKING

THE FEATURES SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME OF ARRANGEMENT, THE EQUITY SHAREHOLDERS AND CREDITORS OF THE APPLICANT TRANSFEROR COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME OF ARRANGEMENT TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

10. Directors, Promoters and Key Managerial Personnel:

17. Disclosure about Effect of the Compromise or Arrangement on:

22. General:

Dated this June 07, 2024

Registered Office:

Details of on-going adjudication and recovery proceedings, prosecution initiated and other enforcement action against Torrent Power Limited ('TPL')

TORRENT POWER LIMITED

THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH C A (CAA) NO. 16 OF 2024

TORRENT POWER LIMITED

PROXY FORM

Notes:

TORRENT POWER LIMITED

ATTENDANCE SLIP

MEETING OF THE UNSECURED CREDITORS OF ONLY RENEWABLE POWER UNDERTAKINGS OF THE COMPANY CONVENED BY THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH ON THURSDAY, JULY 18, 2024 AT 03:00 P.M.

Notes:

ROUTE MAP TO THE VENUE OF THE MEETING TO BE HELD AT “SAMANVAY”, 600 TAPOVAN, AMBAWADI, AHMEDABAD – 380 015 ON THURSDAY, JULY 18, 2024 AT 03:00 P.M.

TORRENT POWER LIMITED

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TORRENT POWER LIMITED Proxy Solicitation & Information Statement 2024