Held on 12 May 2014
Torrent Cables announced that the Board of Directors of the Company at its meeting held on 12 May 2014, inter alia, has approved / noted the following:Appointment of Rohit C Mehta, Vipin S Parikh, Prafull Anubhai and Vasant A Shah, the existing Independent Directors, as Independent Directors for a period of three years effective from 01 April 2014, subject to approval of the shareholders at the ensuring Annual General Meeting.
The Board of Directors of the Company has, subject to the approval of the shareholders at the ensuing annual general meeting, approved the modification of terms of appointment of Raghu Parakh and appointed him as Director in charge & Chief Executive Officer (CEO) of the Company with effect from 01 June 2014, with remuneration, for the period from 01 June 2014 till 31 July 2015
Amalgamation of Torrent Energy (TEL), (a wholly owned subsidiary of the Torrent Power) and Torrent Cables (TCL) with the Torrent Power:
- A composite scheme of amalgamation under the provisions of section 391-394 of the Companies Act, 1956 between Torrent Energy (TEL), (a wholly owned subsidiary of Torrent Power), and Torrent Cables (TCL) with Torrent Power (TPL), (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:
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a. The Appointed date of the Scheme would be 01 April 2014.
b. All assets and liabilities of TEL and TCL are to be transferred and vested in TPL.
c. TPL to issue its shares to the shareholders of TCL, based on the share exchange ratio determined by the valuer, Price Waterhouse & Co., LLP Chartered Accountants and fairness opinion provided by IDFC Securities, 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 TPL.
- Since TEL is a wholly owned subsidiary of TPL, the investment of TPL in TEL shall stand cancelled and no shares to that extent shall be issued to 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.
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