Torrent Power Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 12, 2014, inter alia, has approved the following: Appointment of Chief Financial Officer : Appointed Shri T.P. Vijayasarathy as Chief Financial Officer of the Company. 3. Amalgamation of Torrent Energy Limited ('TEL') a wholly owned subsidiary of the Company, and Torrent Cables Limited ('TCL') with Torrent Power Limited (the Company): - A composite scheme of amalgamation under the provisions of section 391-394 of the Companies Act, 1956 between Torrent Energy Limited ('TEL'), a wholly owned subsidiary of the Company, and Torrent Cables Limited ('TCL') with the Company (Scheme) was recommended by the Audit Committee and approved by the Board of Directors of the Company. - The salient features of the Scheme, inter alia, are as under: a. The Appointed date of the Scheme would be April 01, 2014. b. All assets and liabilities of TEL and TCL are to be transferred and vested in the Company. c. The Company to issue its shares to the shareholders of TCL, based on the share exchange ratio determined by the valuer, M/s. Price Waterhouse & Co., LLP Chartered Accountants and fairness opinion provided by IDFC Securities Limited, Merchant Bankers, as under: - Every equity shareholder holding 20 (Twenty) fully paid shares of Rs 10 each of TCL, shall be entitled to receive 19 (Nineteen) fully paid up equity shares of Rs. 10 each of the Company. - Since TEL is a wholly owned subsidiary of the Company, the investment of the Company in TEL shall stand cancelled and no shares to that extent shall be issued by TPL. d. The scheme is conditional upon inter alia: (i) regulatory approvals including that of Gujarat Electricity Regulatory Commission, Central Electricity Regulatory Commission, SEBI, Stock Exchanges, and Hon'ble High Court of Gujarat / National Company Law Tribunal; (ii) proposals from the lenders on re-organisation of consolidated long term financing arrangements on such terms and conditions including appropriate moratorium, repayment period and security structure as may be acceptable to Board. Torrent Power Ltd has informed BSE regarding Notice of Postal Ballot including e-voting and Court Convened Meeting of Equity Shareholders. 1. Pursuant to the Order dated 24th February, 2015 by the Hon'ble Gujarat High Court vide Company Applications No. 42, 43 & 44 of 2015, separate meetings of the Secured and Unsecured Creditors of Torrent Energy Limited ('TEL' or 'Transferor Company-1'), Equity Shareholders, Secured Creditors and Unsecured Creditors of Torrent Cables Limited ('TCL' or 'Transferor Company-2') (Collectively referred to as 'Transferor Companies') and Equity Shareholders of Torrent Power Limited ('TPL' or 'Company' or 'Transferee Company') are being convened for the purpose of considering and, if thought fit, approving with or without modification(s), the amalgamation embodied in the proposed Composite Scheme of Amalgamation between TEL and TCL with TPL and their respective Shareholders and Creditors ('Scheme of Amalgamation'). This statement explaining the material terms of the Scheme of Amalgamation is being furnished as required under section 393 (1) (a) of the Companies Act, 1956 (As per BSE Announcement dated on 03.04.2015) Torrent Power Ltd has informed BSE that the Torrent Power Limited has presented the petition before Hon'ble Gujarat High Court for sanctioning the Composite Scheme of Amalgamation between Torrent Energy Limited ('TEL' or 'Transferor Company-1') and Torrent Cables Limited ('TCL' or 'Transferor Company-2') with Torrent Power Limited ('TPL' or 'Company' or 'Transferee Company') and their respective Shareholders and Creditors ('Scheme of Amalgamation') in terms of Sections 391 to 394 of the Companies Act, 1956 and that the said petition is fixed for the hearing before the Hon'ble Company Judge on August 13, 2015. In this regard, the Company has submitted the notice of hearing of the Petition published in the newspapers on July 20, 2015. (As Per BSE Announcement Dated on 20.07.2015) Torrent Power Ltd has informed BSE that pursuant to the hearing dated August 13, 2015, Hon'ble High Court of Gujarat, vide its Oral Judgement, has sanctioned the Composite Scheme of Amalgamation of Torrent Energy Limited and Torrent Cables Limited with Torrent Power Limited and their respective shareholders and creditors under the provisions of Sections 391 to 394 of the Companies Act, 1956. A certified copy of the Order is awaited. (As per BSE Announcement dated on 14.08.2015) With reference to the earlier letter dated August 14, 2015, Torrent Power Ltd has informed BSE that the Company has received the Certified True Copy of the Order of the Hon'ble High Court of Gujarat sanctioning the Composite Scheme of Amalgamation of Torrent Energy Limited ('Transferor Company-1'), and Torrent Cables Limited ('Transferor Company-2') with Torrent Power Limited ('Company' or 'Transferee Company'). The said Order shall be filed with the Registrar of Companies within the prescribed timelines. With reference to the earlier letter dated August 14, 2015, Torrent Cables Ltd has now informed BSE that the Company has received the Certified True Copy of the Order of the Hon'ble High Court of Gujarat sanctioning the Composite Scheme of Amalgamation of Torrent Cables Limited ('Company' or Transferor Company-2) and Torrent Energy Limited(Transferor Company-1) with Torrent Power Limited (Transferee Company). The said order shall be filed with the Registrar of Companies within in the prescribed timelines. (As Per BSE Announcement Dated on 16/09/2015) With reference to the earlier letter dated September 16, 2015, Torrent Power Ltd has now informed BSE that the Company has filed the Certified Copy of Order of Hon'ble Gujarat High Court sanctioning the Composite Scheme of Amalgamation of Torrent Energy Limited ('Transferor Company-1'), and Torrent Cables Limited ('Transferor Company-2') with Torrent Power Limited ('Company' or 'Transferee Company') and their respective shareholders and creditors ('the Scheme'), with the Registrar of Companies, Gujarat, Dadra and Nagar Haveli at Ahmedabad on October 01, 2015 and accordingly the Scheme has become effective on October 01, 2015 with Appointed Date being April 01, 2014. (As Per BSE Announcement Dated on 01.10.2015) Torrent Power Ltd has informed BSE the the Company has fixed October 15, 2015 as the Record Date for the purpose of determining the name of shareholders of Torrent Cables Limited (TCL) who would be entitled to receive 19 (Nineteen) equity shares of face value of Rs. 10/- at par each fully paid-up of Torrent Power Limited for every 20 (Twenty) equity shares of face value of Rs. 10/- each fully paid-up held in Torrent Cables Limited pursuant to the Composite Scheme of Amalgamation of Torrent Energy Limited ('Transferor Company-1') and Torrent Cables Limited ('Transferor Company-2') with Torrent Power Limited ('Company' or 'Transferee Company') and their respective shareholders and creditors ('the Scheme'). (As Per BSE Announcement Dated on 06.10.2015) With reference to the earlier letter dated October 06, 2015 regarding Record Date for Amalgamation, Torrent Power Ltd has now informed BSE that the Company has revised the Record Date as October 16, 2015 for the purpose of determining the name of shareholders of Torrent Cables Limited (TCL) who would be entitled to receive 19 (Nineteen) equity shares of face value of Rs. 10/- at par each fully paid-up of Torrent Power Limited for every 20 (Twenty) equity shares of face value of Rs. 10/- each fully paid-up held in Torrent Cables Limited pursuant to the Composite Scheme of Amalgamation of Torrent Energy Limited ('Transferor Company-1') and Torrent Cables Limited ('Transferor Company-2') with Torrent Power Limited ('Company' or 'Transferee Company') and their respective shareholders and creditors ('the Scheme'). (As Per BSE Announcement Dated on 07.10.2015) Torrent Power Ltd has informed BSE that pursuant to the Composite Scheme of Amalgamation of Torrent Energy Limited ('TEL' or 'Transferor Company-1') and Torrent Cables Limited ('TCL' or 'Transferor Company-2') with Torrent Power Limited ('Company' or 'TPL' or 'Transferee Company') and their respective shareholders and creditors ('the Scheme'), the Committee of Directors of the Company at its meeting held on October 23, 2015 has approved the allotment of 81,68,476 equity shares of Rs. 10 each, fully paid up, at par, in accordance with Para 7 of the Scheme in the ratio of 19 (Nineteen) equity shares of face value of Rs.10/- each, fully paid-up, at par of Torrent Power Limited for every 20 (Twenty) equity shares of face value of Rs.10/- each fully paid-up held in Torrent Cables Limited by the shareholders of TCL, whose names appear in the Register of Members / Register of Beneficial Owners as at the close of business hours on October 16, 2015, the Record Date fixed for the purpose. (As Per BSE Announcement Dated on 24.10.2015)