TORRENT POWER LIMITED CIN: L31200GJ2004PLC044068

Transcription

1 TORRENT POWER LIMITED CIN: L31200GJ2004PLC Regd. Office: Tapovan", 600, Tapovan, Ambawadi, Ahmedabad (Gujarat), India Phone: Website: cs@torrentpower.com NOTICE OF POSTAL BALLOT AND E-VOTING NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 ( THE ACT ) READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 ( THE RULES ), OTHER APPLICABLE PROVISIONS, IF ANY, OF THE ACT (INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND REGULATION 44 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 Dear Shareholder(s), Notice is hereby given pursuant to Section 110 of e Companies Act, 2013 ( e Act ) read wi Rule 22 of e Companies (Management and Administration) Rules, 2014 and oer applicable provisions, if any of e Act (including any statutory modification or re-enactment ereof for e time being in force) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to consider and give assent / dissent to e resolution appended hereto as Special Resolution by way of Postal Ballot and E-voting. The said resolution pursuant to Section 42 read wi Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and Explanatory Statement setting out e material facts pertaining to e said resolution pursuant to and as required under Section 102 and oer applicable provisions of e Act and e rules made ereunder is annexed hereto along wi e Postal Ballot form (e Form ) for your consideration. The Boa of Directors of e Company ( e Boa ) has appointed Shri Rajesh Parekh, Practising Company Secretary as a Scrutinizer, failing him, Shri Kamlesh Patel, Practising Company Secretary, as an Alternate Scrutinizer for conducting e Postal Ballot and E-voting in a fair and transparent manner. You are requested to peruse e proposed resolution alongwi Explanatory Statement, read e instructions forming part of is Notice and return e Form duly filled and signed (at e marked places in e Form alongwi Assent (FOR) or Dissent (AGAINST) for e said resolution, in e self-addressed postage pre-paid business reply envelope, enclosed wi is Notice, so as to reach e Scrutinizer on or before 5.00 p.m. on Thursday, 23 February, Please note at any Form(s) received after e said date and time will be treated as not having been received. No oer form is permitted. Electronic voting (E-voting) In compliance wi Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 110 of e Act read wi e rules made ereunder, e Company is pleased to provide e E-voting facility as an alternate to its Shareholders holding st shares in physical or dematerialised form, as on e cut off date i.e. 31 December, 2016, which would enable em to exercise eir right to vote by electronic means (e E-voting ) on e business specified in is Notice instead of physical Form. For is purpose, e Company has obtained services of Central Depository Services (India) Limited (CDSL). It is hereby clarified at it is not mandatory for a Member to vote using e E-voting facility and a Member may avail e facility at his/her discretion, subject to compliance wi e instructions for E-voting. Members opting for E-voting facility are requested to carefully read and follow e instructions on E-voting forming part of is Notice and cast eir vote online from 9.30 a.m. on Wednesday, 25 January, 2017 till 5.00 p.m. on Thursday, 23 February, 2017 as per e instructions. E-voting shall not be allowed beyond 5.00 p.m. on Thursday, 23 February, Postal Ballot and E-Voting 1

2 Members who wish to vote by physical mode i.e. by filling e Form (instead of E-voting) can also download e Form from or Only Members entitled to vote may fill in e Form and send e same to e Scrutinizer or vote under e E-voting facility offered by e Company and any oer recipient of e Notice who has no voting rights should treat e Notice as an intimation only. The Scrutinizer will submit his report to e Chairman of e Company after completion of e scrutiny. Results of e Postal Ballot and E-voting will be announced by e Chairman of e Company or any oer person auorised by him in writing on Friday, 24 February, 2017, at 4.00 p.m at e Registered Office of e Company. The resolution will be considered to be passed at a meeting of e Members as per e provisions of e Act & applicable rules ereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on e date of announcement of results of Postal Ballot and E-voting by e Chairman of e Company or any oer person auorised by him in writing. After e above declaration, e results of e Postal Ballot and E-voting alongwi Scrutinizer s Report will be posted on e website of e Company viz. and will also be communicated to e Stock Exchanges, where e shares of e Company are listed. PROPOSED RESOLUTION: To approve issuance of Secured, Redeemable, Non-Convertible Debentures (NCDs) not exceeding Rs.1500 Crores (Rupees One Thousand Five Hundred Crores only), at par, on a Private Placement basis wiin e overall Borrowing Limits of e Company To consider and, if ought fit, give assent / dissent to e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Sections 42, 71 and all oer applicable provisions, if any, of e Companies Act, 2013 ( e Act ) read wi Rule 14 of e Companies (Prospectus and Allotment of Securities) Rules, 2014, and Companies (Share Capital and Debentures) Rules, 2014, e SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and oer applicable SEBI regulations and guidelines, Foreign Exchange Management Act, 1999 and relevant RBI Guidelines, and any statutory modifications, re-enactments or amendments from time to time to e above mentioned regulations and rules, clarifications issued ereon from time to time and subject to such oer applicable laws, rules, regulations, guidelines, notifications and circulars issued by various competent auorities / bodies, wheer in India or abroad, e Memorandum of Association and e Articles of Association of e Company, e consent of e Company be and is hereby accoed to e Boa of Directors (hereinafter referred to as Boa, which term shall include any Committee ereof which e Boa may have constituted from time to time) to offer, invite, issue, allot, raise funds by means of Secured, Redeemable, Non-Convertible Debentures ( NCDs ) not exceeding Rs Crores (Rupees One Thousand Five Hundred Crores only), at par, on a private placement basis to eligible investors (wheer residents, nonresidents, institutions, banks, incorporated bodies, mutual funds, venture capital funds, financial institutions, individuals, trustees, stabilizing agents, insurance companies, provident funds, gratuity funds, pension funds or oerwise and wheer or not such investors are Members of e Company), in one or more series / tranches during e period of one year from e date of passing of Special Resolution by e Members on such terms and conditions as e Boa may from time to time deem proper and beneficial, wiin e overall borrowing limits approved by Shareholders of e Company under Section 180(1)(c) of e Companies Act, RESOLVED FURTHER THAT for e purpose of giving effect to any offer, invitation, issue, allotment, raising funds by means of Secured, Redeemable, Non-Convertible Debentures ( NCDs ) not exceeding Rs Crores (Rupees One Thousand Five Hundred Crores only), at par, on a private placement basis, e Boa be and is hereby auorised on behalf of e Company to do all such acts, deeds, matters and ings as it may, in absolute discretion, deem necessary or desirable for such purpose, including but not limited to, (i) determination of terms of NCDs, (including but not limited to, number of NCDs to be allotted in each series / tranche, issue price, class of investors to whom e NCDs are to be allotted, redemption period, terms and coupon rate); (ii) finalise e Information Memorandum / Private Placement documents / Offer Letter etc.; (iii) appoint Lead Managers, Arrangers, Underwriters, Debenture Trustees, Credit Rating Agencies, Transfer Agents and oer agencies, as required; (iv) decide on e allotees to whom e NCDs would be issued ; (v) offer and create e appropriate mortgages, hypoecation, pledges, assignments and/ or charges in addition to mortgage, hypoecation, pledge, assignment and/or charge already created, in such form, manner and ranking as may be required for e purpose of business of e Company, on all or any of e properties of e Company, bo present and future, and/or e whole or part of e undertaking of e Company togeer wi or wiout e power to enter upon and to take possession of any such asset business or management of e business or any undertaking of e Company or to exercise such oer remedies permitted by applicable law in favour of e debenture holder(s), agent(s) or trustee(s); in accoance wi e approval of e shareholders under Section 180(1)(a) and oer applicable provisions of e Companies Act, 2013; Postal Ballot and E-Voting 2

3 (vi) list e NCDs on Stock Exchange(s), allot Debentures and issue Debenture Certificates to e investor(s); (vii) execute and sign e required Deeds, Agreements, Undertakings, Security Creation documents, Information Memorandum, Private Placement Offer Letter, oer required documents etc. under e Common Seal of e Company, if necessary, provided at e Common Seal shall be affixed in e presence of any of e Directors/ Auorised Officers or Company Secretary of e Company; (viii) pay any fees, remuneration, expenses relating ereto and for oer related matters on behalf of e Company; (ix) settle all questions, difficulties or doubts at may arise in rega to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretion, deem fit. RESOLVED FURTHER THAT e Boa be and is hereby also auorised to delegate all or any of e powers herein conferred by is resolution on it, to any Committee of Directors or any person(s), as it may in its absolute discretion deem fit in oer to give effect to is resolution. Place: Ahmedabad Date: 12 January, 2017 By oer of e Boa of Directors For Torrent Power Limited Registered Office: Tapovan, 600, Tapovan, Ambawadi, Ahmedabad , Gujarat, India Jinal Mehta Whole-time Director (DIN ) CIN: L31200GJ2004PLC Tel. No cs@torrentpower.com Website: Notes: 1. The Explanatory Statement pursuant to Section 102 of e Act setting out material facts is appended hereto. 2. The Notice is being sent to all e Shareholders, whose names appear on e Register of Members / List of Beneficial Owners as st received from e National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on 31 December, Resolution passed by e Members rough Postal Ballot and E-voting is deemed to have been passed at a General Meeting of e Members. 4. Kindly note at e Members can opt for only one mode of voting i.e. eier Physical Ballot or E-voting. If you are opting for E-voting, en do not vote by Physical Ballot and vice-versa. However, in case a Member has voted bo in Physical as well as E-voting, en voting done rough E-voting shall prevail over Physical Ballot and Physical Ballot will be treated as invalid. Postal Ballot and E-Voting 3

4 Section A: Voting Process VOTING PROCESS AND OTHER INSTRUCTIONS REGARDING E-VOTING The Members should follow e following steps to cast eir votes electronically: Step 1: Open your web browser during e voting period and log on to e E-voting website: Step 2: Click on Shareholders to cast your vote(s). Step 3: Please enter User IDa. For account holders in CDSL: Your 16 digits beneficiary ID b. For account holders in NSDL: Your 8 Character DP ID followed by 8 Digits Client ID c. Members holding shares in Physical Form should enter eir Folio Number registered wi e Company. Step 4: Enter e Image Verification as displayed and click on LOGIN. Step 5: If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, en your existing passwo is to be used. If you have forgotten e passwo, en enter e User ID and e image verification code and click on FORGOT PASSWORD and enter e details as prompted by e system. Step 6: Follow e steps given below if you are: a. holding shares in physical form, or b. holding shares in dematerialised form and are a first time user, 6.1 (a) Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bo, Members holding shares in physical or dematerialised form). Members holding shares in physical form and who have not updated eir PAN or have incorrect PAN wi e Company are requested to enter e last 7 digits of eir Share Certificate No. prefixed by TPL. In case e certificate number is less an 7 digits enter e required number of 0 s before e certificate number. In case you are holding more an one share certificate under e same folio, enter e details of e share certificate which is higher in number. Eg. If you are holding 3 share certificates under e same folio having certificate nos , 50112, en enter TPL in e PAN field. Members who are holding shares in dematerialized form and who have not updated eir PAN or have incorrect PAN wi depository shall be provided wi an Alphanumerical Value as an alternate to PAN, separately, along wi e Notice of e Postal Ballot. 6.1 (b) Enter e Date of Bir (DOB) as recoed in your demat account or registered wi e Company for e said demat account or folio in dd/mm/yyyy format. # 6.1 (c) Enter e Bank Details (account number) as recoed in your demat account or registered wi e Company or Depository Participants for e said demat account or folio. # # please enter eier e DOB or Bank Details in oer to login. If e details are not recoed wi e depository or Company, please enter e Member id/ folio number in e Bank details as mentioned in Step After entering ese details appropriately, click on SUBMIT tab. Postal Ballot and E-Voting 4

5 6.3 For Demat holding: Members holding shares in demat form will now reach PASSWORD CREATION menu wherein ey are required to create eir login passwo in e new passwo field. Kindly note at is passwo is to be also used by e demat holders for voting for resolutions of any oer company on which ey are eligible to vote, provided at company opts for E-voting rough CDSL platform. It is strongly recommended not to share your passwo wi any oer person and take utmost care to keep your passwo confidential. For Physical holding: Members holding shares in physical form will en directly reach e Company selection screen. For Members holding shares in physical form, e details can be used only for E-voting on e resolution contained in is Notice. Step 7: Step 8: Step 9: Step 10: Step: 11: Click on e EVSN of e Company i.e to vote. On e voting page, you will see RESOLUTION DESCRIPTION and against e same e option YES/NO for voting. Select e option YES or NO as desired for casting your vote. Click on Resolution File link if you wish to view e Notice. After selecting e resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accoingly modify your vote. Once you CONFIRM your vote on e resolution, you will not be allowed to modify your vote. You can also take printout of e voting done by you by clicking on CLICK HERE TO PRINT option on e Voting page. Section B: Oer instructions regaing E-voting (i) The E-voting period shall commence on 9:30 a.m on Wednesday, 25 January, 2017 and end on 5:00 p.m. on Thursday, 23 February, During is period, Members of e Company, holding shares eier in physical form or in dematerialised form, as on e cut-off date, may cast eir votes electronically. The E-voting module shall be disabled for voting ereafter. (ii) (iii) Institutional Shareholders (i.e. Members oer an Individuals, HUF, NRI, etc.) are additionally requested to note and follow e instructions mentioned below, if ey are first time user: Institutional Shareholders and Custodians are required to log on to and register emselves as Corporates. A scanned copy of e Registration Form bearing e stamp and sign of e entity should be ed to helpdesk.evoting@cdslindia.com. After receiving e login details a Compliance User should be created using e admin login and passwo. The Compliance User would be able to link e account(s) for which user wishes to vote on. The list of accounts linked to e login should be mailed to helpdesk.evoting@cdslindia.com and on approval of e accounts ey would be able to cast eir vote. Institutional Shareholders (i.e. Members oer an Individuals, HUF, NRI etc.) are required to upload e following in PDF format in e system for e scrutinizer to verify e same: Copy of Boa Resolution (where institution itself is voting). Power of Attorney (PoA) issued in favour of e custodian (if PoA is not uploaded earlier) as well as Boa Resolution of custodian. Postal Ballot and E-Voting 5

6 (iv) Once e vote on a resolution is cast by a Member, e Member shall not be allowed to change it subsequently or cast e vote again. (v) (vi) Members holding shares under multiple folios / demat accounts shall choose e voting process separately for each of e folios / demat accounts. In case you have any queries or issues regaing E-voting, you may refer e Frequently Asked Questions ( FAQs ) and E-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. INSTRUCTIONS REGARDING VOTING BY PHYSICAL MODE st 1. Members holding shares as on cut-off date i.e. 31 December, 2016 can only exercise eir right to cast eir vote by physical Postal Ballot Form. 2. Member(s) desirous to exercise vote by Postal Ballot may complete Postal Ballot Form and send it to e Scrutinizer in e enclosed self-addressed postage prepaid business reply envelope. However, envelopes containing Postal Ballots, if deposited in person or sent by courier or registered / speed post at e expense of e Member(s) will also be accepted. 3. This Form should be duly completed and signed (as per e specimen signature registered wi e Company / NSDL / CDSL) by e Member. In case of joint holding, Form should be completed and signed by e first named holder and in his absence, by e next named joint holder. 4. Unsigned / Incomplete / Incorrect Postal Ballot Forms will be rejected. 5. Duly completed Postal Ballot Form should reach e Scrutinizer on or before 5.00 p.m. on Thursday, 23 February, Postal Ballot Form received after is time (i.e p.m. on Thursday, 23 February, 2017) will be strictly treated as if e reply from such Member has not been received. 6. A Member may request for a duplicate Postal Ballot Form, if so required. The Postal Ballot Form can also be downloaded from e link: However, e duly filled in duplicate Postal Ballot Form should reach e Scrutinizer not later an 5.00 p.m. on Thursday, 23 February, The exercise of vote rough Postal Ballot is not permitted rough a proxy. 8. Members are requested not to send any oer paper/documents along wi e Postal Ballot Form, unless requested specifically, as all such envelopes will be sent to e Scrutinizer and any extraneous paper found in such envelope would be destroyed by e Scrutinizer and e Company would not be liable to acknowledge or act on e same. 9. Members are requested to fill e Postal Ballot Form in indelible ink (avoid filling it by erasable writing medium/s like pencil). 10. There will be one Postal Ballot Form for every Folio/Client ID, irrespective of e number of joint holders. 11. Institutional Shareholders and Corporate Shareholders (i.e. Members oer an Individuals, HUF, NRI etc.) intending to cast eir votes rough Physical Postal Ballot Form are requested to send e following document(s) along wi e Physical Postal Ballot Form: Copy of Boa Resolution (where Corporate or Institution itself is voting) or; Power of Attorney (PoA) issued in favour of e custodian (if PoA is not provided earlier) as well as Boa Resolution of custodian. Postal Ballot and E-Voting 6

7 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, Section 42 of e Companies Act, 2013 read wi Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 provides at a company shall not make private placement of its securities unless e proposed offer of securities or invitation to subscribe securities has been previously approved by e shareholders of e company, by a Special Resolution, for each of e Offers or Invitations. 2. Furer, second proviso to Rule 14(2)(a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 provides at in case of offer or invitation for Non-Convertible Debentures, it shall be sufficient if e company passes a previous Special Resolution only once in a year for all e offers or invitation for such debentures during e year. 3. Pursuant to e Section 180(1)(a) and 180(1)(c) of e Companies Act, 2013, e shareholders of e Company, had by way of Postal Ballot (results of which were declared on 10 September, 2014) accoed eir consent to e Boa of Directors to borrow any sum or sums of monies (apart from temporary loans obtained from e Company s Bankers in e oinary course of business), from time to time, in such form and manner and on such terms and conditions as e Boa may deem fit, by way of term loans, debentures, or any oer securities or oerwise, such at e total amount borrowed and outstanding at any time shall not exceed Rs. 13,500 Crores (Rupees Thirteen Thousand Five Hundred Crores only) and to create charges on e Company s properties for securing e borrowings wiin e above limits and working capital facilities availed or to be availed by e Company. 4. The Company currently have ree renewable projects under implementation. The Company is working towas furer expanding its generation capacity including renewable energy portfolio. Moreover, e Company from time to time is required to incur routine capital expenditure to strengen its transmission and distribution network in e area of its operations. Furer, e Company requires funds for general corporate purposes. These would require sufficient resources including funds to be available and to be allocated, from time to time. The generation of internal funds may not always be adequate to meet all e requirements of e Company s grow plans. It would be erefore, prudent for e Company to have e requisite enabling approvals in place for meeting e fund requirements, inter-alia, for existing and future projects, capital expenditure, refinancing e existing borrowings and also such oer corporate purposes. 5. Considering e above and in oer to provide e necessary flexibility in borrowings of e Company, depending on e prevailing market conditions, it is proposed to obtain enabling consent of Shareholders of e Company by way of Special Resolution, to offer / invite / issue / raise funds by means of Secured, Redeemable, Non-Convertible Debentures ( NCDs ) on a private placement basis not exceeding Rs Crores (Rupees One Thousand Five Hundred Crores only) to eligible investors, as specified, wiin overall limits approved by shareholders under Section 180 (1)(a) and (c) of e Companies Act, The NCDs will be secured by appropriate mortgages, hypoecation, pledges, assignments and/ or charges. The proposed issuance of NCDs will be in accoance wi e provisions of e Companies Act, 2013, Memorandum of Association and Articles of Association of e Company, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended, ( SEBI Regulations ) and oer applicable laws. 6. Accoingly, pursuant to Sections 42 and 71 read wi Section 179 of e Companies Act, 2013 and rules made ereunder, e Boa, at its meeting held on 27 October, 2016 recommended e said resolution for consent of e Shareholders by Special Resolution so as to offer / invite / issue / raise funds by means of NCDs on a private placement basis, not exceeding Rs Crore (Rupees One Thousand Five Hundred Crores only). Such approval shall be valid for all offers and invitations for such NCDs to be made in one or more series / tranches, during e period of one year from e date of passing of e Special Resolution by e Shareholders. Postal Ballot and E-Voting 7

8 7. The Boa recommends e Resolution as set out in e Notice for your approval as Special Resolution. 8. None of e Directors or Key Managerial Personnel of e Company or eir relatives are in anyway concerned or interested in e proposed resolution. By oer of e Boa of Directors For Torrent Power Limited Place: Ahmedabad Date: 12 January, 2017 Jinal Mehta Whole-time Director (DIN ) Registered Office: Tapovan", 600, Tapovan, Ambawadi, Ahmedabad , Gujarat, India CIN: L31200GJ2004PLC Tel. No cs@torrentpower.com Website: Postal Ballot and E-Voting 8

9 TORRENT POWER LIMITED CIN: L31200GJ2004PLC Regd. Office: Tapovan, 600, Tapovan, Ambawadi, Ahmedabad , Gujarat, India Phone: Website: POSTAL BALLOT FORM (To be returned to e Scrutinizer appointed by e Company) Sr. No. Particulars Details of Member(s) 1. Name(s) of Member(s) including joint holder(s), if any. (in block letters) Postal Ballot No. 2. Registered Address of sole / first named Member (in block letters) 3. Registered Folio No. / DP ID & Client ID (applicable only to Members holding equity shares in demat form) 4. No. of Shares held I/We hereby exercise my/our vote in respect of e Special Resolution to be passed rough Postal Ballot and E-voting for e Business stated in e Postal Ballot Notice dated 12 January, 2017 of e Company by sending my/our Assent (FOR) or Dissent (AGAINST) to e said Resolution (please refer Notice for text of full resolution) by placing e tick ( ) mark at e appropriate box below: TORRENT POWER LIMITED TORRENT Description POWER LIMITED TORRENT No. POWER of Equity LIMITED I / We TORRENT Assent POWER I / We Dissent LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT Share(s) POWER held LIMITED TORRENT to e POWER to e LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED Resolution TORRENT POWER Resolution LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT (FOR) POWER (AGAINST) LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT Approval for POWER issuance LIMITED of Secured, TORRENT Redeemable, POWER Non- LIMITED Convertible TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT Debentures POWER (NCDs) LIMITED not exceeding TORRENT Rs POWER Crores LIMITED (Rupees TORRENT One POWER LIMITED TORRENT POWER LIMITED TORRENT Thousand POWER Five Hundred LIMITED Crores TORRENT only), at par POWER on a Private LIMITED Placement TORRENT POWER LIMITED TORRENT POWER LIMITED TORRENT basis wiin POWER e overall LIMITED borrowing TORRENT limits of e POWER Company. LIMITED TORRENT POWER LIMITED TORRENT POWER LIMITED Place : Date : ID : Signature of e Member / Auorised Representative Note: 1. Please read e instructions regaing voting by Physical Mode which forms part of e Notice of Postal Ballot and E-voting before filling e Form. 2. Also, request you to fill e forms (ECS/NECS Mandate registration and/or registration) given over leaf and send e same to e Company if you wish to receive: a) any Dividend declared by e Company in future rough direct credit to your registered Bank Account and/or b) furer communication including Annual Report and Notice from e Company in electronic form.

10 ECS/NECS MANDATE REGISTRATION Torrent Power Limited Tapovan, 600, Tapovan, Ambawadi, Ahmedabad, Date : Dear Sir(s), Sub: Registration of ECS/NECS Mandate Ref.:Folio No.or DP ID/ Client ID I / We,..., holding shares of e Company under e above folio, do hereby auorize TORRENT POWER LIMITED to * Credit my Dividend amount/ oer payments, if any, directly to my Bank Account rough Electronic Clearing Service (ECS) / National Electronic Clearing Service (NECS) as per details furnished below ECS Mandate OR * Print e details of my Bank Account, on my Dividend Warrant which will be mailed to me as per details furnished below Bank Mandate (* Strike out whichever is not applicable) A Name of e First holder (in Block Letters) B Bank Name C Branch Name D Bank Address (for ECS Mandate only) E Bank Account Number F Account Type G 9 Digit Code number of e bank & branch (appearing on e MICR cheque) H 11 Digit IFSC Code I Permanent Account Number (PAN) (Please attach a photocopy of PAN Ca) J Mobile No./ Telephone number wi STD Code I/We hereby declare at e particulars given above are correct and complete. I/We undertake to inform you of any subsequent changes in e above particulars. If any transaction is delayed or not effected for any reasons beyond e control of e Company, I/We would not hold e Company responsible. Signature of Member (s)/ Auoried Representatives Place : Note : Please enclose a blank cancelled cheque or a photocopy of a cheque issued by your bank relating to your above account for verifying e accuracy of e MICR Code, Transaction ID, A/C No etc. Torrent Power Limited Tapovan, 600, Tapovan, Ambawadi, Ahmedabad, Dear Sir(s), REGISTRATION FORM Date : Sub: Request for Registration of ID (For receiving communication in Electronic Form) Ref: Folio No. or DPID/ Client ID: I/We, as shareholder(s), would request you to register ID given below for e above folio or DPID/ Client ID. Hence for I/We wish to receive all e communications including Annual Report and Notice from e Company to be sent in Electronic Form to is ID. I/We acknowledge at receipt of such communications in electronic form to e below mentioned ID would be sufficient and valid receipt of such communications by me / us. Name of Shareholder Name of Joint holders Id Mobile No. Thanking you, Yours faifully, Signature of Member(s) Auorised Representative

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