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

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1 NOTICE Notice is hereby given that the meeting of holders of Class B Compulsorily Convertible Preference Shares of Hindustan Powerprojects Private Limited (the Company ) will be held on Friday, 23 rd day of October, 2015 at 11:00 am at 239, Okhla Industrial Estate, Phase III, New Delhi to transact the following special businesses: ITEM NO. 1 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. 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. ITEM NO 2. 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

2 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. By order of the Board For Hindustan Powerprojects Private Limited Sd/- Date : 21 st Oct, 2015 Place : Delhi (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. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 forms part of this Notice and is attached hereto. 3. 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 shareholders of the Company at the corporate office of the Company and also at the place of the meeting on the meeting day. 4. 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.

3 Annexures/ Attachments: 1. Explanatory Statement; 2. Draft of Amended Memorandum of Association of the Company 3. Draft of amended Articles of Association of the Company 4. Proxy Form 5. Shorter notice consents 6. Route Map

4 EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 1 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. 1. ITEM NO. 2 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. 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.

5 None of the directors, KMPs, or their relatives are interested or concerned, financially or otherwise, in the resolution set out at item no. 2. By order of the Board For Hindustan Powerprojects Private Limited Date : 21 st Oct, 2015 Sd/- Place : Delhi (Ashok Ganesan) Company Secretary Membership No: FCS 5190 Address: BD-9D, DDA Flats, Munirka, New Delhi

6 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 MEETING OF HOLDERS OF CLASS B COMPULSORILY CONVERTIBLE PREFERENCE SHARES of Hindustan Powerprojects Private Limited, being held at a. m. 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.

7 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 meeting of holders of Class B COMPULSORILY CONVERTIBLE PREFERENCE SHARES of the Company, to be held on Friday, the 23 rd day of October, 2015 at 11:00 a.m. 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) Affix Revenue Stamp 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

8 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 meeting of holders of Class B COMPULSORILY CONVERTIBLE PREFERENCE SHARES of Hindustan Powerprojects Private Limited on Friday, 23 rd October, 2015 at 11:00 a.m. at shorter notice. For- Authorised Signatory Date:..

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

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