Board has approved the proposal to amalgamate the entire business and undertaking of the Company into Torrent Power Ltd (Torrent Power) in terms of a composite scheme of amalgamation under section 391-394 of the Companies Act 1956 (the Scheme). The Scheme also includes the proposal to amalgamate the entire business and undertaking of both Torrent Power SEC Ltd and Torrent Power Generation Ltd into Torrent Power Ltd. Both Torrent Power Generation Ltd and Torrent Power Ltd are unlisted Companies. The proposed Scheme provides that upon its sanction, the merger will take effect from April 01, 2005 (the Appointed Date). The Scheme also provides that all assets, liabilities and obligations of the Company will vest in Torrent Power Ltd with effect from Appointed Date. The Board of Directors of the Company also approved, the share exchange ratio of 22 equity shares in Torrent Power Ltd of Rs 10/- each fully paid for every 1(One) equity share of Rs 10/- each fully paid-up in the Company. The Share exchange ratio has been approved by the Board of Directors of the Company based on the valuation report provided by independent valuer, M/s N M Raiji & Co and fairness opinions provided on the said valuation by Ernst & Young Pvt Ltd. The Scheme also provides for the reorganization of the share capital of Torrent Power Ltd subject to Section 100 and other applicable provisions of the Companies Act, if any, by way of reducing the face value of each equity share of Rs 10 each fully paid up to 1 (one) equity share of Rs 2.50 each fully paid up and simultaneously consolidating 4 (four) equity shares of Rs 2.50/- each fully paid up into 1 (One) equity share of Rs 10/- each fully paid up pursuant to which the shareholding of the shareholders in Torrent Power Ltd shall reduce proportionately. As a result, the shareholders of the Company would receive 5.5 shares of Rs 10 each fully paid up of Torrent Power Ltd for each share held by them in the Company. All the above are subject to requisite approvals including those of Stock Exchanges under the Listing Agreement, shareholders, creditors, any regulatory authorities and sanction of the Scheme in terms thereof by the High Court of Gujarat at Ahmedabad. & Subject to the approval of the registrar of companies and such other approval as may be required, decided to extend the current financial year which ends on 31-03-2006 to close on 30th September, 2006(18 months). Torrent Power Aec Limited has informed the Exchange that a meeting of the Board of Directors of Torrent Power AEC Limited (the "Company") was held in Ahmedabad on March 22,2006, to consider the recommendations of the Committee of Directors appointed for the purpose of developing a suitable model for the reorganization / restructuring of the business of theCompany along with all other companies of the Torrent Group in the power sector viz., Torrent Power SEC Limited and Torrent Power Generation Limited. The Board approved the proposal to amalgamate the, entire business and undertaking of the Company into Torrent Power Limited ("Torrent Power") in terms of a composite scheme of amalgamation under section 391-394 of the Companies Act 1956 (the "Scheme").The Scheme also includes the proposal to amalgamate the entire business and undertaking of both Torrent Power SEC Limited and Torrent Power Generation Limited into Torrent Power Limited. Both Torrent Power Generation Limited and Torrent Power Limited are unlisted Companies. The proposed Scheme provides that upon its sanction, the merger will take effect from April 1, 2005 (the "Appointed Date"). The Scheme also provides that all assets, liabilities and obligations of the Company will vest in Torrent Power Limited with effect from Appointed Date. The Board of Directors of 'the Company also approved the share exchange ratio of 22 (Twenty Two) equity shares in Torrent Power Limited of Rs. 10/- each fully paid-up for every 1( One) equity share of Rs. 10/- each fully paid-up in the Company. The share exchange ratio has been approved by the Board of Directors of the Company based on the valuation report. provided by independent valuer, M/s N M. Raiji & Co., and fairness opinions provided on the said valuation by Ernst & Young Private Limited. The Scheme also provides for the reorganization of the share capital of Torrent Power Limited subject to Section 100 and other applicable provisions of the Companies Act, if any, by way of reducing the face value of each equity share of Rs.10 each fully paid up to 1 (one) equity share of Rs.2.50 each fully paid up and simultaneously consolidating 4 (four) equity shares of Rs.2.50/- each fully paid up into 1 (one) equity share of Rs.10/- each fully paid up pursuant to which the shareholding of the shareholders in Torrent Power Limited shall reduce proportionately. As a result, the shareholders of the Company would receive 5.5 shares of Rs.10 each fully paid up of Torrent Power Limited for each share held by them in the Company.All the above are subject to requisite approvals including those of Stock Exchanges under the Listing Agreement, shareholders, creditors, any Regulatory authorities and sanction of the Scheme in terms thereof by the High Court of Gujarat at Ahmedabad. (As per NSE Bulletin dated on 23/03/2006) Torrent Power Aec Limited has informed the Exchange that the Hon'ble High Court of Gujarat at Ahmedabad, Vide its order dated May 1, 2006, has directed the convening of a meeting of the Equity Shareholders of Torrent Power AEC Limited to be held on June 08, 2006 at Ahmedabad, for the purpose of considering and, if thought fit, approving with or without modification(s) the Scheme of Arrangement including Amalgamation between Torrent Power AEC Limited, Torrent Power SEC Limited and Torrent Power Generation Limited with Torrent Power Limited. (As per NSE Bulletin dated on 04/05/2006) Torrent Power AEC Ltd has informed BSE that pursuant to the order of the Hon'ble High Court of Gujarat at Ahmedabad a meeting of the equity shareholders of the Company will be held on June 08, 2006, for the purpose of considering and, if thought fit, approving with or without modification(s) the Scheme of Arrangement including Amalgamation between the Company, Torrent Power SEC Ltd and Torrent Power Generation Ltd with Torrent Power Ltd. (As per BSE Bulletin dated on 04/05/2006) Torrent Power AEC Ltd has informed BSE that pursuant to the order of the Hon'ble High Court of Gujarat at Ahmedabad a separate meetings of the Unsecured & Secured Creditors of the Company will be held on June 08, 2006, for the purpose of considering and, if thought fit, approving with or without modification(s), the Composite Scheme of Arrangement including Amalgamation between the Company and Torrent Power SEC Ltd and Torrent Power Generation Ltd with Torrent Power Ltd and their respective shareholders & creditors. (As per BSE Bulletin dated on 18/05/2006) Torrent Power Aec Limited has informed the Exchange that the Equity Shareholders, Unsecured Creditors and Secured Creditors of the company in their respective meetings held on June 08,2006, pursuant to the Order of the Hon'ble High Court of Gujarat dated May 01,2006 have approved with requisite majority, the Scheme of Arrangement including Amalgamation between Torrent Power AEC Limited and Torrent Power SEC Limited and Torrent Power Generation Limited with Torrent Power Limited and the Reorganisation of Capital of Torrent Power Limited. (As per NSE Bulletin dated on 12/06/2006) Torrent Power Aec Limited has informed the Exchange that the Hon'ble High Court of Gujarat at Ahmedabad has passed an order on July 12, 2006 sanctioning the scheme of Arrangement including amalgamation u/s 100, 391 to 394 of the Companies Act, 1956, of Torrent Power AEC Limited, Torrent Power SEC Limited and Torrent Power Generation Limited with Torrent Power Limited. The formal order of the Hon'ble High Court in this respect is awaited. (As per NSE Bulletin dated on 13/07/2006) Torrent Power AEC Ltd has informed BSE that the Company has filed with the Registrar of Companies, Gujarat, Ahmedabad on September 12, 2006, the Order of the Hon'ble High Court of Gujarat at Ahmedabad passed on July 12, 2006, sanctioning the Scheme of Arrangement including amalgamation between the Company, Torrent Power SEC Ltd, and Torrent Power Generation Ltd with Torrent Power Ltd and their respective shareholders. (As per BSE Annocement website dated on 13/09/2006) Torrent Power Limited has informed the Exchange that the Honorable High Court of Gujarat at Ahmedabad, vide Order dated July 12,2006 has sanctioned the Composite Scheme of Arrangement including Amalgamation between Torrent Power AEC Limited (TPAL), Torrent Power SEC Limited (TPSL) and Torrent Power Generation Limited (TPGL) with Torrent Power Limited (TPL) and their respective shareholders and creditors and reorganization of capital of Torrent Power Limited (the "Scheme") with effect from April 01,2005 (i.e. the Appointed Date under the Scheme). The aforesaid Order of the Honorable High Court of Gujarat at Ahmedabad was filed by the Company with the Registrar of Companies, Gujarat, Ahmedabad (ROC) in prescribed Form 21 on September 12,2006. The salient features of the Scheme are as under: 1) The Equity Shareholders of the Transferor Companies ( TPAL, TPSL and TPGL) shall be entitled to Equity shares in the Transferee Company (Torrent Power Limited) as per the following swap ratio (based on the valuation report provided by the independent valuers N. M. Raiji & Co. and fairness opinion thereon by M/s Ernst and Young Pvt. Ltd.) i) 22 Equity shares in the Transferee Company for 1 Equity share of TPAL, ii) 47 Equity shares in the Transferee Company for 1 Equity share of TPSL, iii) 1 Equity share in the Transferee Company for 1 Equity share of TPGL. 2) The Share Capital of the Transferee Company shall be reorganized by way of reducing the face value of the equity shares from 1 (One) fully paid up equity share of Rs. 10 each to 1 (One) fully paid up equity share of Rs. 2.50 each and simultaneously consolidating 4 (Four) equity shares of Rs. 2.50 each, into 1 (One) fully paid up equity share of Rs. 10 each and the difference arising out of this would be treated as General Reserve of the Transferee Compnay. This shall be given effect as an integrated part of the Scheme. 3) Consequently, TPL will issue and allot : i) 5.5 Equity shares of Rs. 10 each fully paid up for each Equity share of Rs. 10 each held in TPAL, ii) 11.75 Equity shares of Rs. 10 each fully paid up for each Equity share of Rs. 10 each held in TPSL, iii) 0.25 equity share of Rs. 10 each fully paid up for each Equity share of Rs. 10 each held in TPGL. (As Per NSE Bulletin Dated on 15/09/2006) SUB. :- Scheme of Amalgamation of Torrent Power AEC Ltd. (Scrip Code 500004) Trading members of the Exchange are hereby informed that, Torrent Power Ltd. (an unlisted company) has fixed the Record Date for Torrent Power AEC Ltd. for the purpose of amalgamation of Torrent Power AEC Ltd. with Torrent Power Ltd. Trading members are advised not to deal in the equity shares of Torrent Power AEC Ltd. with effect from the under mentioned date. RECORD DATE 28/09/2006 NO DEALINGS FROM 21/09/2006 DR-124/2006-2007 PURPOSE The Scheme of Amalgamation of Torrent Power AEC Ltd. with Torrent Power Ltd.: - Torrent Power Ltd. will issue and allot to the shareholders of Torrent Power AEC Ltd. in the ratio of TWENTY TWO fully paid equity share of Rs.10/- each of Torrent Power Ltd. for every ONE Equity Share of Rs.10/- each fully paid up held in Torrent Power AEC Ltd. Further, the Share Capital of Torrent Power Ltd. shall be reorganized by way of reducing the face value of the equity shares from ONE fully paid up equity share of Rs.10/- each to ONE fully paid up equity share of Rs.2.50/- each and simultaneously consolidating FOUR equity shares of Rs.2.50/- each, into ONE fully paid up equity share of Rs.10/- each. Consequently, Torrent Power Ltd. will issue and allot FIVE POINT FIVE (5.5) equity shares of Rs.10/- each fully paid up of Torrent Power Ltd. for every ONE Equity Share of Rs.10/- each fully paid up held in Torrent Power AEC Ltd. Trading Members of the Exchange are requested to take note of it. (As per BSE Notice dated on 15/09/2006) Torrent Power Aec Limited has informed the Exchange that pursuant to the Composite Scheme of Arrangement including Amalgamation (Scheme) approved by the Honorable High Court of Gujarat, Torrent Power AEC Limited (TPAEC) - scrip code TORRENTAEC along with Torrent Power SEC Limited (TPSEC) and Torrent Power Limited (TPL) has fixed September 28, 2006 as the Record Date to determine the entitlement of shareholders of TPAEC to receive shares of TPL as per the exchange ratio stipulated in the Scheme. The Scheme in para 12.6 (e) has inter alia provided as under. Notwithstanding the foregoing, upon the new equity shares being issued and allotted, as aforesaid, the shares held in physical form held in the Transferor Companies (that is TPAEC & TPSEC) shall be deemed to have been automatically cancelled and have no effect." Accordingly, Company propose to issue the new equity shares of TPL to the shareholders of TPAEC as on the record date, without requiring surrender of the original share certificates to the Company. The Company also propose to issue a single share certificate for the entire holding under one folio. The Company hereby undertakes to ensure splitting up of the share certificate into the denomination as requested by the shareholders, without charging any fees in that regard. (As Per NSE Bulletin Dated on 20/09/2006)