NOTICE. 3. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

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1 NOTICE Notice is hereby given that the 15 th Annual General Meeting of Hindustan Powerprojects Private Limited will be held on Friday, the 23 rd day of October, 2015 at 2:00 p.m. at 239, Okhla Industrial Estate, Phase- III, New Delhi at a shorter notice to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet as at 31 st March 2015, Profit and Loss Account for the year ended on that date together with the Auditor s Report thereon and the Directors Report thereto. 2. To appoint Auditors and in this regard to consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution : RESOLVED THAT in accordance with applicable provisions of the Companies Act, 2013, and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof) the consent of the Company be and is hereby accorded to re-appoint M/s S.R. Batliboi & Co. LLP (FRN E) Chartered Accountants, as Statutory Auditors of the Company who shall hold such office from the conclusion of this 15 th Annual General Meeting till conclusion of the 16 th Annual General Meeting of the Company on such remuneration as may be determined by the Board of Directors of the Company or Committee thereof. SPECIAL BUSINESS: 3. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder read with Schedule IV to the Companies Act, 2013, Mr. Tantra Narayan Thakur (DIN ) Director of the Company, whose period of office is liable to retirement by rotation and from whom a declaration has been received that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, and shall hold office for a term of five consecutive years from the conclusion of Company s 15 th Annual General Meeting. RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. Sivalingam Rajalingam and Maj. Gen. Anil Sawhny (Retd.), Directors and Mr. Ashok Ganesan, the Company Secretary of the Company, be and are hereby severally authorized to file requisite form/return with the concerned Registrar of Companies and comply with all the statutory requirements with regard to the appointment of Mr. Tantra Narayan Thakur. 4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder read with Schedule IV to the Companies Act, 2013, Mr. Manmohan Agarwal (DIN ) Director of the Company, whose period of office is liable to retirement by rotation and from whom a declaration has been received that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, and shall hold office for a term of five consecutive years from the conclusion of Company s 15 th Annual General Meeting. RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. Sivalingam Rajalingam and Maj. Gen. Anil Sawhny (Retd.), Directors and Mr. Ashok Ganesan, the Company Secretary of the Company, be and are hereby severally authorized to file requisite form/return with the concerned Registrar of Companies and comply with all the statutory requirements with regard to the appointment of Mr. Manmohan Agarwal.

2 5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder, Mr. Akhilesh Krishna Gupta, (DIN ), who was a Nominee Director till 21 st October 2015 and was appointed as an Additional Director by the Board on 21 st October 2015 pursuant to section 161 of the Companies Act, 2013 on his cessation as Nominee Director, and who is eligible for appointment, be and is hereby appointed as a Director of the Company. RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. Sivalingam Rajalingam and Maj. Gen. Anil Sawhny (Retd.), Directors and Mr. Ashok Ganesan, the Company Secretary of the Company, be and are hereby severally authorized to file requisite form/return with the concerned Registrar of Companies and comply with all the statutory requirements with regard to the appointment of Mr. Akhilesh Krishna Gupta. 6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, if any, read with the rules and regulations made there under including any amendment, re-enactment or statutory modification thereof, module advance received by the Company from Hindustan EPC Company Limited, wholly owned subsidiary of the Company, during the financial year , amounting to Rs. 3,78,73,53,520/- (Rupees three hundred and seventy eight crores seventy three lacs fifty three thousand five hundred and twenty only) be and is hereby ratified. RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. Sivalingam Rajalingam and Maj. Gen. Anil Sawhny (Retd.), Directors, Mr. Sushil Aggarwal and Mr. Rajiv Aggarwal be and are hereby severally authorized to do all such acts, deeds, things and matters as may be considered necessary or incidental in this regard and to give effect to the above resolution and file all such forms, return etc. if required with the Registrar of Companies/ Ministry of Corporate Affairs. 7. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of section 4 and section 13 of the Companies Act, 2013, and other applicable provisions read with the rules and regulations made there under including any amendment, re-enactment or statutory modification thereof, approval of the members be and is hereby accorded to amend the Memorandum of association of the Company as per the draft circulated with the notice of this meeting with respect to the object clause (Clause III) of the Memorandum of Association of the Company and such other amendments as may be required to align the Memorandum of Association with the provisions of the Companies Act, RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. S. Rajalingam and Maj. Gen Anil Sawhny (Retd.) Directors of the Company and Mr. Ashok Ganesan, Company Secretary of the Company be and are hereby severally authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things, including delegate such authority, as may be considered necessary, proper or expedient in order to give effect to the above resolution. RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. S. Rajalingam and Maj. Gen Anil Sawhny (Retd.) Directors of the Company and Mr. Ashok Ganesan, Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things and to sign all such other documents, in each case, as they or any of them may deem necessary, proper or desirable (including without limitation making the appropriate e-filings with the Registrar of Companies, New Delhi/ Ministry of Corporate Affairs), in connection with the amendment of Memorandum of Association of the Company, as approved by the Board and the members of the Company and/ or generally to give effect to the foregoing resolutions.

3 RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. Sivalingam Rajalingam, Directors and Mr. Ashok Ganesan, the Company Secretary of the Company, be and are hereby severally authorised to issue/ provide certified true copies of these resolutions. 8. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of section 14 of the Companies Act, 2013, and other applicable provisions read with the rules and regulations made there under including any amendment, re-enactment or statutory modification thereof, the new set of Articles of Association (as circulated along with notice of this meeting) be and are hereby approved and adopted in substitution for, and to the exclusion, of the existing Articles of Association of the Company. RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. S. Rajalingam and Maj. Gen Anil Sawhny (Retd.) Directors of the Company and Mr. Ashok Ganesan, Company Secretary of the Company be and are hereby severally authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things, including delegate such authority, as may be considered necessary, proper or expedient in order to give effect to the above resolution. RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. S. Rajalingam and Maj. Gen Anil Sawhny (Retd.) Directors of the Company and Mr. Ashok Ganesan, Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things and to sign all such other documents, in each case, as they or any of them may deem necessary, proper or desirable (including without limitation making the appropriate e-filings with the Registrar of Companies, New Delhi/ Ministry of Corporate Affairs), in connection with the adoption of the new set of Articles of Association of the Company, as approved by the Board and the members of the Company and/ or generally to give effect to the foregoing resolutions. RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. Sivalingam Rajalingam, Directors and Mr. Ashok Ganesan, the Company Secretary of the Company, be and are hereby severally authorised to issue/ provide certified true copies of these resolutions. 9. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, if any, read with the rules and regulations made there under including any amendment, re-enactment or statutory modification thereof, the allocation of cost of rent amounting to Rs. 5,41,62,226/- (Rupees Five Crores Forty One lacs Sixty Two thousand two hundred twenty six) (inclusive of service tax) paid by the Company for the office premises situated at 239, Okhla Industrial Estate, Phase-III, New Delhi taken on lease, to the various subsidiaries, be and is hereby approved and ratified. RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. Sivalingam Rajalingam and Maj. Gen. Anil Sawhny (Retd.), Directors, Mr. Sushil Agarwal and Mr. Rajiv Agarwal be and are hereby severally authorized to do all such acts, deeds, things and matters as may be considered necessary or incidental in this regard and to give effect to the above resolution and file all such forms, return etc. if required, with the Registrar of Companies/ Ministry of Corporate Affairs. 10. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, if any, read with the rules and regulations made there under including any amendment, re-enactment or statutory modification thereof, the allocation of Management Consultancy (Business Support Services) amounting to Rs. 15,53,48,258/- (Rupees Fifteen Crores Fifty Three lacs forty eight thousand two hundred fifty eight only) (inclusive of service tax) to the subsidiaries of the Company where project execution works have been undertaken during the financial year , be and is hereby approved and ratified.

4 RESOLVED FURTHER THAT Mr. Ratul Puri, Mr. Sivalingam Rajalingam and Maj. Gen. Anil Sawhny (Retd.), Directors, Mr. Sushil Agarwal and Mr. Rajiv Agarwal be and are hereby severally authorized to do all such acts, deeds, things and matters as may be considered necessary or incidental in this regard and to give effect to the above resolution and file all such forms, return etc. if required, with the Registrar of Companies/ Ministry of Corporate Affairs. Date: 21 st Oct, 2015 Place: New Delhi By order of the Board of Directors For HINDUSTAN POWERPROJECTS PRIVATE LIMITED Sd/- (Ashok Ganesan) Company Secretary Membership No: FCS 5190 Address: BD-9D, DDA Flats, Munirka, New Delhi NOTES 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING TO WHICH THIS NOTICE RELATES IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE (ON POLL) ON HIS/HER BEHALF. A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PROXY, IN ORDER TO BE VALID/ EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY BEFORE THE COMMENCEMENT OF THE MEETING TO WHICH THIS NOTICE RELATES. A BLANK PROXY FORM IS ENCLOSED. A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate shares not more than 10 percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 2. Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the meeting. 3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 forms part of this Notice and is attached hereto. 4. All the documents relevant to the resolutions specified in the Notice and which are referred to in the Explanatory Statement are available for inspection by the members of the Company at the registered office of the Company during working hours on any working day up to the Annual General Meeting date and also at the place of the meeting on the meeting day. 5. The meeting to which this Notice relates, is proposed to be held at a shorter notice. If you consent to the holding of the meeting with shorter notice, you are requested to inform the Company of your consent by returning the attached consent letter duly signed by you, to the Company Annexure/ Attachments: 1. Explanatory Statement 2. Draft amended Memorandum and Articles of Association of the Company 3. Form MBP-1 of the Directors proposed to be appointed 4. Attendance Slip 5. Proxy Form 6. Shorter Notice 7. Route Map

5 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 3 Mr. Tantra Narayan Thakur (DIN ) is a non-executive (Independent) Director of the Company appointed on 6 th August Mr. Thakur is liable to retire by rotation at this Annual General Meeting and being eligible had offered himself to be appointed as Independent Director of the Company pursuant to section 149 of the Companies Act, Mr. Thakur aged about 66 years, is Bachelor of Science in Engineering and joined Indian Audit & Accounts Service in He was CMD of PTC India Ltd. for a period of 12 years since its inception in year 2000 and retired from PTC in October Prior to that he was the CFO and Director on the Board of Power Finance Corporation Ltd (PFC). He is the Chairman of Expert Committee on Power, ASSOCHAM and Member of TERI Advisory Board, Central Advisory Committee of Central Electricity Regulatory Commission, State Advisory Committee of Himachal Pradesh Electricity Regulatory Commission and Energy Advisory Board of IDFC, CBIP, Governing Body of National Institute of Financial Management (NIFM) and also in the India Energy Forum. Mr. Thakur has attended 7 (seven) Board meetings (physically or through video/ audio conferencing) of the Company during the financial year He does not hold any share in the Company. The directorships/ memberships/ chairmanship of Mr. Thakur in other Companies are specified in form MBP-1 dated 19 th October, 2015 received from him pursuant to section 184 of the Companies Act, Copy of Form MBP-1 is being circulated along with this notice of the Annual General Meeting. Mr. Thakur has given a declaration to the Board that he meets the criteria of independence as provided under section 149(6) of the Companies Act, In the opinion of the Board, Mr. Thakur fulfils the conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director and he is independent of the management. It is therefore now proposed to appoint Mr. Thakur as an Independent Director under section 149 of the Companies Act, 2013, not liable to retire by rotation, to hold office for a term of five consecutive years. Your Directors commends passing of this resolution by way of an ordinary resolution. All documents relevant to the resolution set out at item no. 3 in the Notice are available for inspection by the shareholders of the Company during normal business hours at the Registered office of the Company and copies thereof shall also be made available for inspection at the Corporate Office of the Company and also at the place of the meeting on the meeting day. None of the directors, KMPs, or their relatives are interested or concerned, financially or otherwise, in the resolution set out at item no. 3 except Mr. Tantra Narayan Thakur himself. ITEM NO. 4 Mr. Manmohan Agarwal (DIN ) is a non-executive (Independent) Director of the Company appointed on 26 th October Mr. Agarwal is liable to retire by rotation at this Annual General Meeting and being eligible had offered himself to be appointed as Independent Director of the Company pursuant to section 149 of the Companies Act, Mr. Agarwal aged about 65 years, is B.E, CAIIB Part-I. Mr. Agarwal retired as Deputy Managing Director of Axis Bank. Prior to Axis Bank, he has also worked with State Bank of Bikaner & Jaipur. He was also Director of Axis Bank Security Trustee and Axis Bank Private Equity. Mr. Agarwal is also a member of the banking and administrative committee of the Company and has attended 7 (seven) Board meetings and 5 (five) Banking Committee Meetings (physically or through video/ audio conferencing) of the Company during the financial year He does not hold any share in the Company.

6 The directorships/ memberships/ chairmanship of Mr. Agrawal in other Companies are specified in form MBP-1 dated 19 th September 2015 received from him pursuant to section 184 of the Companies Act, Copy of Form MBP-1 is being circulated along with this notice of the Annual General Meeting. Mr. Agarwal has given a declaration to the Board that he meets the criteria of independence as provided under section 149(6) of the Companies Act, In the opinion of the Board, Mr. Agarwal fulfils the conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director and he is independent of the management. It is therefore now proposed to appoint Mr. Agarwal as an Independent Director under section 149 of the Companies Act, 2013, not liable to retire by rotation, to hold office for a term of five consecutive years. Your Directors commends passing of this resolution by way of an ordinary resolution. All documents relevant to the resolution set out at item no. 4 in the Notice are available for inspection by the shareholders of the Company during normal business hours at the Registered office of the Company and copies thereof shall also be made available for inspection at the Corporate Office of the Company and also at the place of the meeting on the meeting day. None of the directors, KMPs, or their relatives are interested or concerned, financially or otherwise, in the resolution set out at item no. 4 except Mr. Manmohan Agarwal himself. ITEM NO. 5 Mr. Akhilesh Krishna Gupta (DIN No ) was appointed as a Nominee Director on 26 th August 2010 pursuant to a request received from Blackstone GPV Capital Partners (Mauritius) V-C Limited (BCP Mauritius) under the Subscription and Shareholders Agreement dated 12th August, 2010 executed with them. The Company received a letter from BCP Mauritius requesting the change in nominee director from Mr. Akhilesh Krishna Gupta to Mr. Amit Dixit. With the change in nomination by BCP Mauritus, Mr. Gupta was liable to vacate the office as director of the company. Taking into consideration the vast knowledge and experience in relevant sector the Board in its meeting held on 21 st October, 2015 has appointed Mr. Gupta as an Additional Director of the Company pursuant to section 161 of the Companies Act As per the provisions of Section 161 of the Companies Act, 2013, Mr. Gupta shall hold office only up to the date of the ensuing Annual General Meeting of the Company but is eligible for appointment as Director. Mr. Gupta aged about 63 years, is B.Tech (IIT), MBA (Stanford University). Mr. Gupta has worked as a Senior Managing Director and Chairman of Blackstone India. Before joining Blackstone, Mr. Gupta served as CEO - Corporate Development for Reliance Industries Limited and Reliance Infocomm Limited. Mr. Gupta s efforts at Reliance were focused on developing Reliance s oil & gas, refining, and telecom businesses. Mr. Gupta began his career at Hindustan Lever, India s largest multi-national corporation. Mr. Gupta is also a member of the CSR Committee of the Company and has attended 4 (four) Board meetings (physically or through video/ audio conferencing) of the Company during the financial year He does not hold any share in the Company. The directorships/ memberships/ chairmanship of Mr. Gupta in other Companies are specified in form MBP- 1 dated 19 th September 2015 received from him pursuant to section 184 of the Companies Act, Copy of Form MBP-1 is being circulated along with this notice of the Annual General Meeting. It is therefore now proposed to appoint Mr. Gupta as a Director of the Company, not liable to retire by rotation. Your Directors commend passing of this resolution by way of an ordinary resolution. All documents relevant to the resolution set out at item no. 5 in the Notice are available for inspection by the shareholders of the Company during normal business hours at the Registered office of the Company and copies thereof shall also be made available for inspection at the Corporate Office of the Company and also at the place of the meeting on the meeting day.

7 None of the directors, KMPs, or their relatives are interested or concerned, financially or otherwise, in the resolution set out at item no. 5 except Mr. Gupta himself. ITEM NO. 6 Your directors state that the Company has during the financial year had received module advance aggregating to Rs. 3,78,73,53,520/- (Rupees three hundred and seventy eight crores seventy three lacs fifty three thousand five hundred and twenty only) from Hindustan EPC Company Limited, wholly owned subsidiary of the Company in tranches, out of which Rs. 2,98,81,80,520/- has been adjusted against advance for sale of shares of Hindustan Clean Energy Limited, wholly owned subsidiary of the Company, as decided in the Board meeting held on 30 th March Further amount of Rs. 79,91,73,000/- was classified as Loan and refunded during the financial year The matter has been set out in item no. 6 of this notice and placed before the members for ratification. The Board commends passing of this resolution by way of a Special Resolution. None of the directors, KMPs, or their relatives are interested or concerned, financially or otherwise, in the resolution set out at item no. 6. ITEM NO. 7 Upon enactment of the Companies Act, 2013, the Memorandum of Association of the Company were required to be re-aligned as per the provisions of the new Act. Your directors in its meeting held on 21st October 2015 had approved (subject to the approval of members) the amendment in the Memorandum of Association of the Company with respect to the following: a. Clause IIIA Main Objects of the Company by way of insertion(s)/ deletion(s)/ alteration(s); b. Clause IIIB - Matters which are necessary for furtherance of the Objects specified In Clause 3(A) by way of insertion(s)/ deletion(s)/ alteration(s); c. Clause III(C) Other objects have been deleted; d. Other amendments required to align the existing memorandum of association with the provisions of the Companies act, The draft of the amended Memorandum of Association proposed for approval, are circulated along with this notice of the Extraordinary General Meeting and also available for inspection by the shareholders of the Company during normal business hours at the Registered office of the Company and copies thereof shall also be made available for inspection at the Corporate Office of the Company and also at the place of the meeting on the meeting day. In terms of Section 4 and 13 of the Companies Act, 2013, the consent of the Members by way of Special Resolution is required for proposed amendments in the Memorandum of Association of the Company. Your Directors commend passing of this resolution by way of a special resolution. None of the directors, KMPs, or their relatives are interested or concerned, financially or otherwise, in the resolution set out at item no. 7. ITEM NO. 8 Upon enactment of the Companies Act, 2013, various provisions of the Companies Act, 1956 have been repealed and in view of the same the Articles of Association of the Company needs to be re-aligned as per the provisions of the new Act. The Board of Directors in its meeting held on 21 st October 2015 decided (subject to the approval of members) to adopt a new set of Articles of Association in place of and to the exclusion of existing Articles of Association of the Company.

8 The draft of the new set of Articles proposed for approval is being circulated along with this notice of the Annual General Meeting and also available for inspection by the shareholders of the Company during normal business hours at the Registered office of the Company and copies thereof shall also be made available for inspection at the Corporate Office of the Company and also at the place of the meeting on the meeting day. In terms of Section 14 of the Companies Act, 2013, the consent of the Members by way of special resolution is required for adoption of new set of Articles of Association of the Company. Your Directors commend passing of this resolution by way of a special resolution. None of the directors, KMPs, or their relatives are interested or concerned, financially or otherwise, in the resolution set out at item no. 8. ITEM NO. 9 Your directors state that the Company has taken on lease the office premises situated at 239, Okhla Industrial Estate, Phase-III, New Delhi at a rent of Rs. 55,00,000/- per month for the first three years and thereafter at an incremental rent of Rs. 63,25,000/- per month till the expiry of lease or early termination thereof. Your Directors further inform that the said premises have been used by the various subsidiaries of the Company as their corporate office, therefore the rent paid by the company for the same has been allocated to the subsidiary companies as per the below details: Company Allocation of Rent on the Basis of number of Employees Rent Service Tax (Amount in Rupees) Total Hindustan Cleanenergy Limited 401,702 49, ,352 Hindustan EPC Company Limited 17,139,267 2,118,413 19,257,680 Hindustan Thermal-EPC Company Pvt Limited 267,801 33, ,901 MB Power (Madhya Pradesh) Limited 20,620,681 2,548,716 23,169,397 Miyar Hydro Electric Power Company Limited 2,276, ,352 2,557,661 Porbandar Solar Power Limited 937, ,851 1,053,154 Precious Energy Services Pvt Limited 937, ,851 1,053,154 Seli Hydro Electric Power Company Limited 3,749, ,403 4,212,618 Solitaire Energies Pvt Limited 1,874, ,701 2,106,309 Total 482,041,88 5,958,038 54,162,226 The matter has been set out in item no. 9 of this notice and placed before the members for approval & ratification. The Board commends passing of this resolution by way of a Special Resolution. All documents relevant to the resolution set out at item no. 9 in the Notice are available for inspection by the shareholders of the Company during normal business hours at the Registered office of the Company and copies thereof shall also be made available for inspection at the Corporate Office of the Company and also at the place of the meeting on the meeting day. None of the directors, KMPs, or their relatives are interested or concerned, financially or otherwise, in the resolution set out at item no. 9.

9 ITEM NO. 10 Your directors state that the expenses incurred by the Company on manpower have been allocated to various subsidiary companies against the business support services provided to each of them. It is now propose to seek approval of the members for allocation as detailed below: Business Support Services S.No Name of the Company Amount Service Tax Total 1 MB Power (Madhya Pradesh ) Limited 2 MB POWER ( Chattisgarh ) Limited 12,14,99,413 1,50,17,327 13,65,16,741 1,95,490 24,163 2,19,652 3 Kindle Engineering and Construction Private Limited 93,73,126 11,58,518 1,05,31, Deligentia Energy and Infrastructures Private Limited 61,63,816 7,61,848 69,25,664 Seli Hydro Electric Power Company Limited 6,61,880 81,808 7,43,688 Miyar Hydro Electric Power Company Limited 3,65,672 45,197 4,10,869 Total 13,82,59,397 1,70,88,861 15,53,48,258 The matter has been set out in item no. 10 of this notice and placed before the members for approval and ratification. The Board commends passing of this resolution by way of a Special Resolution. All documents relevant to the resolution set out at item no. 10 in the Notice are available for inspection by the shareholders of the Company during normal business hours at the Registered office of the Company and copies thereof shall also be made available for inspection at the Corporate Office of the Company and also at the place of the meeting on the meeting day. None of the directors, KMPs, or their relatives are interested or concerned, financially or otherwise, in the resolution set out at item no. 10. Date: 21 st Oct, 2015 Place: New Delhi By order of the Board of Directors For HINDUSTAN POWERPROJECTS PRIVATE LIMITED Sd/- (Ashok Ganesan) Company Secretary Membership No: FCS 5190 Address: BD-9D, DDA Flats, Munirka, New Delhi

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14 HINDUSTAN POWERPROJECTS PRIVATE LIMITED (formerly Moser Baer Power Projects Limited) Registered Office: - 616A (16A, Sixth Floor) Devika Tower, Nehru Place, New Delhi ATTENDANCE SLIP To be handed over at the entrance of the meeting hall Name of the Attending Member (IN BLOCK LETTERS) Member s Folio No. No. of Shares held Name of the Proxy (IN BLOCK LETTERS) (To be filled if the Proxy attends instead of the Member) I hereby record my presence at the 15 th ANNUAL GENERAL MEETING of Hindustan Powerprojects Private Limited, being held at 2:00 pm on Friday, the 23 rd day of October, Member s/proxy Signatures (To be signed at the time of handing over this slip) Notes: - 1. This Meeting is of Members only and you are requested not to bring with you any person who is not a member or a proxy. 2. Shareholders/Proxies are requested to bring Attendance Slip with them when they come to the Meeting and hand them over at the entrance after affixing their signatures on them.

15 FORM NO.MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: U72200DL2000PTC Name of the company: Hindustan Powerprojects Private Limited Address: 616A (16A, Sixth Floor) Devika Tower, Nehru Place, New Delhi Name of the member (s): Registered address: ID: Folio No/Client Id: DP ID: I/We, being the member (s) of. Shares of the above named company, hereby appoint 1. Name: Address: Id: Signature:., or failing him 2. Name: Address: Id: Signature:., or failing him 3. Name: Address: Id: Signature:. as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual general meeting of the company, to be held on Friday, the 23rd day of October, 2015 at 2:00 pm at 239, Okhla Industrial Estate, Phase-III, New Delhi and at any adjournment thereof in respect of such resolution as are indicated below: Resolution No Signed this..day of 20. Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, before the commencement of the meeting Affix Revenue Stamp

16 THE COMPANIES ACT, 2013 Consent by Shareholder for shorter notice [Pursuant to Section 101] To The Board of Directors HINDUSTAN POWERPROJECTS PRIVATE LIMITED Registered Office: - 616A (16A, Sixth Floor) Devika Tower, Nehru Place, New Delhi We,, having registered office at holding.equity and/or Preference shares of each in the Company hereby convey our consent pursuant to section 101 of the Companies Act, 2013, to hold the Annual General Meeting of the members of Hindustan Powerprojects Private Limited on Friday, 23 rd day of October, 2015 at 2:00 pm at shorter notice. For- Authorised Signatory Date:..

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