Reliance Power Limited

Notice

Notice is hereby given that the 26th Annual General Meeting Notes:
of the Members of Reliance Power Limited will be held on
1. Statement pursuant to Section 102(1) of the Companies
Tuesday, June 23, 2020 at 01:30 P.M (IST) through Video
Act, 2013 (“Act”), in respect of the Special Business to
Conferencing (VC) / Other Audio Visual Means (OAVM), to
be transacted at the Annual General Meeting (“AGM”)
transact the following business:
is annexed hereto.
Ordinary Business: 2. 
In view of the continuing Covid-19 pandemic, the
1. To consider and adopt: Ministry of Corporate Affairs (“MCA”) has vide its
circular dated May 5, 2020 read with circulars dated
a) the audited financial statement of the Company April 8, 2020 and April 13, 2020 (collectively referred
for the financial year ended March 31, 2020 and to as “MCA Circulars”) permitted the holding of the
the reports of the Board of Directors and Auditors “AGM” through Video Conferencing (VC) / Other Audio
thereon, and Visual Means (OAVM), without the physical presence
of the Members at a common venue. Accordingly, in
b) the audited consolidated financial statement of compliance with the provisions of the Act, SEBI (Listing
the Company for the financial year ended March Obligations and Disclosure Requirements) Regulations,
31, 2020 and the report of the Auditors thereon. 2015 (“SEBI Listing Regulations”) and MCA Circulars,
the AGM of the Company is being held through
2. To appoint a Director in place of Shri Sateesh Seth VC / OAVM.
(DIN: 00004631), who retires by rotation under the
provisions of the Companies Act, 2013 and being 3. The AGM is being held pursuant to the MCA Circulars
eligible, offers himself for re-appointment. through VC / OAVM, physical attendance of Members
has been dispensed with. Accordingly, the facility for
Special Business: appointment of proxies will not be available for the
AGM and hence the Proxy Form and Attendance Slip
3. Payment of remuneration to Cost Auditors for the
are not annexed to this Notice.
financial year ending March 31, 2021
4. Corporate Members are required to send a scanned
To consider and, if thought fit, to pass the following copy (PDF/JPG Format) of its Board or governing
resolution as an Ordinary Resolution: body Resolution/Authorization, etc., authorizing its
representative to attend the AGM through VC / OAVM
“RESOLVED THAT pursuant to the provisions of
on its behalf and to vote through remote e-voting to
Section 148 and other applicable provisions, if any, of
the M/s. KFin Technologies Private Limited (Kfintech)
the Companies Act, 2013 (the ‘Act’) and the relevant
the Registrar and Transfer Agents, by email through its
Rules made thereunder (including any statutory
registered email address to praveendmr@kfintech.com.
modification(s) or re-enactment(s) thereof, for the time
being in force), M/s. V.J. Talati & Co., Cost Accountants 5. 
In compliance with the aforesaid MCA Circulars
(Firm Registration No. R00213) appointed as the Cost and SEBI Circular dated May 12, 2020, Notice of
Auditors in respect of its 45 MW Wind farm Power the AGM along with the Annual Report 2019-20
Project at Vashpet, Dist. Sangli, Maharashtra, for is being sent only through electronic mode to those
the financial year ending March 31, 2021, be paid a Members whose email addresses are registered
remuneration of ` 15,000/- (Rupees fifteen thousand with the Company or CDSL / NSDL (“Depositories”).
only) excluding applicable taxes and out of pocket Members may note that the Notice and Annual Report
expenses, if any; 2019-20 will also be available on the Company’s website
www.reliancepower.co.in, websites of the Stock
RESOLVED FURTHER THAT the Board of Directors of Exchanges i.e. BSE Limited and National Stock
the Company be and is hereby authorised to do all acts Exchange of India Limited at www.bseindia.com and
and take all such steps as may be necessary, proper or www.nseindia.com respectively, and on the website of
expedient to give effect to this resolution.” Kfintech at www.kfintech.com.
6. Members whose email address are not registered can
register the same in the following manner:
By Order of the Board of Directors
Murli Manohar Purohit a. 
Members holding share(s) in physical mode
Company Secretary & Compliance Officer can register their e-mail ID on the Company’s
website at https://www.reliancepower.co.in/
web/reliance-power/shareholder-registration by
Registered Office: providing the requisite details of their holdings
Reliance Centre, Ground Floor, and documents for registering their e-mail
19, Walchand Hirachand Marg, address; and
Ballard Estate, Mumbai - 400001 b. Members holding share(s) in electronic mode are
CIN: L40101MH1995PLC084687 requested to register / update their e-mail address
Website: www.reliancepower.co.in with their respective Depository Participants
(“DPs”) for receiving all communications from the
May 08, 2020 Company electronically.
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 Reliance Power Limited

Notice

7. 
The Company has engaged the services of M/s. 16. I nstructions for attending the AGM and e-voting are
KFin Technologies Private Limited, Registrar and as follows:
Transfer Agent as the authorised agency (KFintech)
A. Instructions for attending the AGM:
for conducting of the e-AGM and providing e-voting
facility. 1. 
Members will be able to attend the AGM
through VC / OAVM or view the live webcast of
8. Members attending the AGM through VC / OAVM shall AGM at https://ris.kfintech.com/vc/login2vc.
be counted for the purpose of reckoning the quorum aspx by using their remote e-voting login
under Section 103 of the Act. credentials and selecting the ‘Event’ for
9. Since the AGM will be held through VC / OAVM, the Company’s AGM. Members who do not have
Route Map is not annexed in this Notice. the User ID and Password for e-voting or have
forgotten the User ID and Password may retrieve
10. Relevant documents referred to in the accompanying the same by following the remote e-voting
Notice calling the AGM are available on the website of instructions mentioned in the Notice. Further,
the Company for inspection by the Members. Members can also use the OTP based login for
logging into the e-voting system.
11. 
Members are advised to refer to the section titled
‘Investor Information’ provided in this Annual Report. 2. Facility of joining the AGM through VC / OAVM
shall open 15 minutes before the time scheduled
12. 
As mandated by SEBI, effective from April 1, 2019, for the AGM and Members who may like to
that securities of listed companies shall be transferred express their views or ask questions during the
only in dematerialised form. In view of the above and AGM may register themselves at https://ris.
to avail various benefits of dematerialisation, Members kfintech.com/agmvcspeakerregistration. Facility
are advised to dematerialise share(s) held by them in of joining AGM will be closed on expiry of 15
physical form. minutes from the schedule time of the AGM.
Those Members who register themselves as
13. Re-appointment of Director:
speaker will only be allowed to express views/ask
At the ensuing AGM, Shri Sateesh Seth, Director of the questions during the AGM. The Company reserves
Company shall retire by rotation under the provisions the right to restrict the number of speakers
of the Act and being eligible, offers himself for re- and time for each speaker depending upon the
appointment. The Nomination and Remuneration availability of time for the AGM.
Committee and the Board of Directors of the Company 3. 
Facility of joining the AGM through VC /
have recommended the re-appointment. OAVM shall be available for 1000 members
on first come first served basis. However, the
The details pertaining to Shri Sateesh Seth are furnished
participation of members holding 2% or more
hereunder:
shares, promoters, and Institutional Investors,
Shri Sateesh Seth, 64 years, is a Fellow Chartered directors, key managerial personnel, chairpersons
Accountant and a law graduate. He has vast experience of Audit Committee, Stakeholders Relationship
in general management. Shri Sateesh Seth is also on Committee, Nomination and Remuneration
the Board of Reliance Infrastructure Limited, Reliance Committee and Auditors are not restricted on first
Defence Limited, Reliance Defence and Aerospace come first serve basis.
Private Limited, Reliance Defence Systems Private 4. Members who need technical assistance before
Limited, Reliance Defence Technologies Private Limited or during the AGM, can contact KFintech at
and Reliance Airport Developers Limited. https://ris.kfintech.com/agmqa/agmqa/login.
aspx.
As on March 31, 2020, Shri Sateesh Seth holds
29 shares of the Company. He does not hold any B. Instructions for e-voting
relationship with other Directors and Key Managerial
Personnel of the Company. 1. In compliance with the provisions of Section 108
of the Act read with Rules made there under
14. 
Members are requested to fill in and submit the and Regulation 44 of the Listing Regulations,
Feedback Form provided in the ‘Investor Relations’ the Company is offering e-voting facility to all
section on the Company’s website www.reliancepower. Members of the Company. A person, whose
co.in to aid the Company in its constant endeavor to name is recorded in the Register of Members
enhance the standards of service to investors. or in the Register of Beneficial Owners (in case
of electronic shareholding) maintained by the
15. 
Members whose shares / application money due for Depositories as on the cut-off date i.e. June 16,
refund, or interest thereon, has been transferred to the 2020 only shall be entitled to avail the facility of
Investor Education and Protection Fund (IEPF), may remote e-voting/e-voting at the AGM. Kfintech
claim the same by submitting an online application in will be facilitating remote e-voting to enable
Form IEPF-5 available on the website www.iepf.gov.in, the Members to cast their votes electronically.
along with fee specified therein. The Members can cast their vote online from
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Reliance Power Limited

Notice

10.00 A.M. (IST) on Friday, June 19, 2020 to eligible to vote, provided that the other
5.00 P.M. (IST) on Monday, June 22, 2020. At company opts for e-voting through Kfintech
the end of Remote e-voting period, the facility e-Voting platform. System will prompt you
shall forthwith be blocked. to change your password and update your
contact details like mobile number, e-mail
2. The Members who have cast their vote by remote
ID, etc. on first login. You may also enter
e-voting prior to the AGM may also attend/
the secret question and answer of your
participate in the AGM through VC / OAVM but
choice to retrieve your password in case
shall not be entitled to cast their vote again.
you forget it. It is strongly recommended
3. The Members present in the AGM through VC / not to share your password with any other
OAVM facility and have not cast their vote on person and take utmost care to keep your
the Resolutions through remote e-voting, and password confidential.
are otherwise not barred from doing so, shall be
e. 
You need to login again with the new
eligible to vote through e-voting system during
credentials.
the AGM.
f. On successful login, system will prompt you
4. The procedure and instructions for e-voting are
to select the ‘Event’ i.e. ‘Company Name’.
as follows:
g. If you are holding shares in Demat form
a. Open your web browser during the remote
and had logged on to “https://evoting.
e-voting period and navigate to “https://
karvy.com” and have cast your vote earlier
evoting.karvy.com”.
for any company, then your existing login
b. 
Enter the login credentials (i.e., user- ID and password are to be used.
id and password) mentioned in the
communication. Your Folio No. / DP ID No. h. On the voting page, you will see Resolution
/ Client ID No. will be your User- ID. Description and against the same the
option ‘FOR / AGAINST / ABSTAIN’ for
User – ID : For Members holding shares in voting. Enter the number of shares (which
Demat form represents the number of votes) under ‘FOR
/ AGAINST / ABSTAIN’ or alternatively you
For NSDL : 8 Character DP ID followed by
may partially enter any number in ‘FOR’
8 Digits Client ID
and partially in ‘AGAINST’, but the total
For CDSL : 16 digits beneficiary ID number in ‘FOR / AGAINST’ taken together
should not exceed your total shareholding.
 User – ID : For Members holding shares in If you do not wish to vote, please select
Physical Form:- ‘ABSTAIN’.
Event Number followed by Folio No. i. After selecting the Resolution, you have
registered with the Company decided to vote on, click on “SUBMIT”. A
Password : 
Your unique password is sent confirmation box will be displayed. If you
via e-mail forwarded through wish to confirm your vote, click on “OK”,
the electronic notice else to change your vote, click on “CANCEL”
and accordingly modify your vote.
Captcha : 
Please enter the verification
code i.e. the alphabets and j. Once you ‘CONFIRM’ your vote on the
numbers in the exact way as Resolution whether partially or otherwise,
they are displayed for security you will not be allowed to modify your
reasons vote.

c. After entering these details appropriately, 5. Corporate Members (i.e. other than Individuals,
click on “LOGIN”. HUF, NRI, etc.) are required to send scanned
copy (PDF / JPG format) of the relevant Board
d. 
Members holding shares in Demat / or governing body Resolution / Authorisation
Physical form will now reach Password together with attested specimen signature of the
Change menu wherein they are required to duly authorised signatory(ies) who are authorised
mandatorily change their login password in to vote, to ‘evoting@karvy.com’ (Details are
the new password field. The new password given in point 4 above). The file / scanned image
has to be minimum eight characters of the Board Resolution / authority letter should
consisting of at least one upper case (A-Z), be in the format viz. ‘Corporate Name Event no.’.
one lower case (a-z), one numeric value
(0-9) and a special character (@, #,$, 6. The voting rights of the Members shall be in
etc.). Kindly note that this password can proportion to the number of shares held by them
be used by the Demat holders for votings in the equity share capital of the Company as on
in any other Company on which they are the cut-off date being Tuesday, June 16, 2020.
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 Reliance Power Limited

Notice

In case of joint holders, the Member whose name The Scrutiniser will submit his report to the
appears as the first holder in the order of names Chairman or any person authorised by him after
as per the Register of Members of the Company completion of the scrutiny and the results of
shall be entitled to vote at the AGM.
voting will be announced after the AGM of the
7. It is strongly recommended not to share your Company. Subject to receipt of requisite number
password with any other person and take utmost of votes, the resolutions shall be deemed to be
care to keep your password confidential. Login
passed on the date of the AGM. The result of the
to the e-voting website will be disabled upon
voting will be submitted to the Stock Exchanges,
five unsuccessful attempts to key in the correct
password. In such an event, you will need to go where the shares of the Company are listed and
through the “Forgot User Details/Password?” or posted on the website of the Company at www.
“Physical User Reset Password?” option available reliancepower.co.in and also on the website of
on https://evoting.karvy.com/ to reset the Kfintech at https://evoting.karvy.com/.
password.
9. 
In case of any query pertaining to e-voting,
8. The Board of Directors have appointed Shri Anil
please visit Help and FAQs section
Lohia, Partner or in his absence Shri Chandrahas
Dayal, Partner, M/s. Dayal and Lohia, Chartered available at Kfintech’s website https://
Accountants as the Scrutiniser to scrutinise the evoting.karvy.com or contact toll free no.
voting process in a fair and transparent manner. 1800 4250 999.

Statement pursuant to Section 102(1) of the Companies Act, 2013 to the accompanying Notice dated May 8, 2020

Item No. 3 - P
 ayment of remuneration to the Cost Auditors Board accordingly recommends the Ordinary Resolution set
for the financial year ending March 31, 2021 out at Item No. 3 of the accompanying Notice for approval
of the Members.
The Board of Directors, on the recommendation of the Audit
Committee, has approved the appointment and remuneration
of M/s. V.J. Talati & Co., Cost Accountants (Firm Registration By Order of the Board of Directors
No. R00213), as the Cost Auditors in respect of its 45 Murli Manohar Purohit
MW Wind farm Power Project at Vashpet, Sangli District, Company Secretary & Compliance Officer
Maharashtra for the financial year ending March 31, 2021,
at a remuneration of ` 15,000/- excluding applicable
taxes and out of pocket expenses, if any. In terms of the Registered Office:
provisions of Section 148(3) of the Companies Act, 2013 Reliance Centre, Ground Floor,
read with the Companies (Audit and Auditors) Rules, 2014, 19, Walchand Hirachand Marg,
the remuneration payable to the Cost Auditors needs to be Ballard Estate,
ratified by the Members of the Company. Mumbai - 400001
None of the Directors, Key Managerial Personnel of the CIN: L40101MH1995PLC084687
Company and their relatives are, concerned or interested, Website: www.reliancepower.co.in
financially or otherwise, in this resolution set out in Item no.
3 of the Notice. May 08, 2020