u 01 tt cfl =tft Jl Q d $en~ tileR cJi \1hft;:a 1111 $a c:: ft:t Ill ~s NTPC BHEL Power Projects Private Limited

(A Joint Venture Company of NTPC & BHEL)

NOTICE OF 7th ANNUAL GENERAL MEETING

NOTICE Is hereby given that the Seventh (7th) Annual General Meeting of the members of NTPC BHEL Power Projects Private Limited will be held at shorter notice on Wednesday, the 161h day of December, 2015, at 4:00 PM at NTPC Bhawan, Scope Complex, 7 Institutional Area, Lodhi Road, New Delhi - 110003, to transact the following businesses:

ORDINARY BUSINESSES:

1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2015, the Profit & Loss Account and Cash Flow Statement fat the financial year -ended on that d~te together with Reparts of the Board of Directors and Auditors thereon.

2. To authorize the Board of Directors to fix the remuneration· of the Statutory Auditors for the Financial Year 2015-16.

SPECIAL BUSINESSES:

3. To appoint Shri Vikramjit Singh (DIN - 07104444), as Director of the Company and in this regard to consider and, If thought fit, to pass wlth or without modification, the following resol.ution as an Ordinary Resolution:

aRESOLVED THAT pursuant to. the provisions of section 152 and other applicable provisions, lf any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modificatlon(s) or re-enactment thereof for the time being in force). Shri Vikramjit Singh, (DIN - 07104444) who was appointed as a part time Director (Gov~mment Nominee Director). by Ministry of Power vide its -Qrger No. 11/1/2014-Th-1 dated February 3, 2015 and subsequently, appointed as an Additional Director by the Board of Directors with effect from March 6, 2015 to hold office upto the date of this Annual General Meeting, be and is hereby appointed as Director (Government Nominee Director) of the Company."

4. To appoint Shri Pushpender Kumar Grover (DIN 07129033) as an Independent Director 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 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 along with Schedule IV to the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Pu$hpender Kumar Grover, (DIN- 07129033) who was nominated as an Independent Director, by Ministry of Heavy Industries & Public Enterprises vide its order F.N. 21(6)/2010-P.E.-Xl dated March 02, 2015 and subsequently, appointed as an

Corporate Identity Number: U40102DL2008PTC177307 Delhi Office: 41

h Floor, Core 3, Scope Minar, Laxmi Nagar, New Delhi - 110092 Tel. It 011-43001854 email: ritu@nbppl.in Plan~: V.S.R. Pur am, Village Mannavaram, Srika lahasti Mandai, Distt. Chittoor- 517620 (A.P.) Tel.l# 91-877-2233701 Registered Office : NTPC Bhawan, SCOPE Complelt, 7 lnstit utional Area, Lodhi Road, New Delhi-110003 website: www.nbppl.in

1

llilltti'i'tfl ii111:!TJ$tlil''lRit tit~cr~ff g1$ae ~~as NTPC BHEL Powe~ Projects Private Limited

(A Joint Ventvre Company of NTPC a BHE'L)

Additional (Independent) Director with effect from March 20, 2015. to hold office upto the date of thia Annual General M~t!ng, be and is hereby appointed as an Independent Director of the Company for a period of three years continuing from March 20._ ~015.•

5. T~ ·appoint Shri Anil Kumar Jl'!a (DIN 03590871) as Director (Chairman) and in this re9ard to consider and, if thought frt. to pess with or without modification, the following resolution a~ art· Ordinary Re~olutlon~

.. RESOl V~D THAT pursuant to the provisions of section 152 and other apDiicable provisions·, If any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modificatlon(s) or re-enactment thereof for the Ume being In force), Shri Anil Kumar J he, (OIN-03590871) who was nominated by NTPC and appointed as an Additional Director {Chairman) with eff~t from ~eptember 22, 2015 to hold Office upto the date of this Annual General Meeting, be and is hereby appointed as Director (Chairman) of the Company."

6. To appoint Shri Subhash Chandra Pandey (DIN 03142319) as a Director ~nd In this regard To con~ider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section 152 and oth~r applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory moditication(s) or re-enactment thereof for the time Qeing in force), Shri Subhash Chandra Pandey, (DIN-03142319) who was nominated by NTPC Limited and appointed as an Additional Director with effect from October 15, 2015 to hold Office upto th~ date of this Annual General Meeting, be and is hereby appointed as Director of the Company."

Place: New Delhi Date: December 11, 2015

Corporate Identity Number: U40102DL2008PTC177307

8y order of the Boi!rd of Directors

~ (Ritu Arora)

Compeny Secretary

OelhiOHiee: 4'~ FIO()r, Core 3, Stope Minar, laxml Nagar, New Delhi -110092 Tel.# 011-43001854 email: ritu@nbppl in Plant: Y.S.R. Pur am, Village Mannavaram, Srikalahasti Mandai, Dlstt. Chittoor- 517620 (A.P.) Tel.# 91-877-2233701

Re~lstered offl,e: NTPC Bhawan, SCOPE Complex, ]Institutional Area, Lodhi Road, New Delhi-110003 website: www.nbppl.in

2

NOTES:

Qittlcf\:tfl ifiQq~t:Hil tffcft cJiJt~ff CJII$ae m~~s

NTPC BHEL Power Projects Private Limited (A Joint Venture Company of NTPC & BHEL)

1. A MEMBER ENTITLED TO ATIEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO A TIE NO AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER.

2. Proxies, to be effective, must be received by the Company not Jess than 48 hours before the meeting.

3. Members I proxies should mark their atlendance far attending the meeting.

4. Corporate Members are requested to send a duly certified copy of the Board Resolution I Power of Attorney authorizing their representative to attend ~nd vote on the\r .behalf at the Annual Gen~ral Meefmg.

5. An elCplanatory statement pursuant to Se¢1on 102 ( 1) of the c;ampanie~· Act, 2013, relating to the Special Businesses to be transacted at the meeting is annexed hereto.

6. Brief resume of each of the Directors seeking appointment is annexed hereto and

forms part of the notice.

7. As per pro•visions of Section 139 of Companies Act, 2013, Auditors, in the cas~ of a Company who is owned or controlled, directly or indirectly, by the Central Government. or by any State Government or Governments,. or partly by the Central Government and partly by one or more State Governments, ate appointed by the Comptroller and Auditor-General of India (C&AG) and as per the provisions of secti9n 142 of Companies. Act, 2013, the remuneration of Auditors has to be fuced by the Comp;!lny in the Annual General Meeting or in suCh manner aS. the Compan_y in general meeting may determine. The Members of ijle · Company, In the 6111 Annual General Meeting held oh September 30, 2014, authorized the B·oard of Ditectors 'to fiX the remuneration of Statutory Auditors for the year ,?014-t5. Accordingly, lhe ~ of Director has fixed an audit fee of Rs.60,0001- for Statutor-y Auditors for financial

year 2014-15 in addition to applicable service tax and out of pocket expenses of Rs.5,000/-. The C.&AG vide its letter no.JCA. V/COY/CENTRAL GOVE;RNMENT,

NBPPPL(1 )/352 dated July 10, 2015 has appointed M/s NRK & Associatesi Chartered Accountants as Statutory Auditors of the Company for Financial Year 2015-16. The Members may authorize the Board of Directors to ft.x an appropriate remuneration for St~tutory Auditors as may be deemed fit by the Board for the Financial Year 2015-16.

8. Pursuant to section 143 (6) of the COmpanies Act. 2013, the Audited Annual Financial

Accounts for Financial Year ending March 31, 2015 along with Auditors' Report thereon were submitted to C&AG at New Delhi on August 27, 2015. Consequent to change of jurisdictiC>n of office by C&AG from Delhi to Hyderabad, the accounts along with Auditors Report were again submitted to C&AG at their Hyderabad office on September 11, 2015. Pending supplement audit by C&AG, the Company could not

Corporate Identity Number: U40102DL2008PTC177307 Deihl Office: 4'h Floor, Core 3, Scope Minar, Laxmi Nagaf, New Delhi -110092 Tel. U 011-43001854 ema•l : ritu@nbppl.in Plant · V.S.R. Pur am. Village Mannavaram, Srikalahasti Mandai, Dtstt. Chittoor- 517620 {A.P.) Tel.ll91·877·2233i'Ol Registered Office : NTPC Bhawan, SCOPE CompleK, 71nstitutlonal Area, Lodhi Road, New Oelhl-110003 website: www.nbppl. m

3

Qcrtt'ltft:Hl cflQ:q$Qi't tileR tihiht=Cf=ti t~~r,ac: m1lt~s

NTPC BHEL Powe~ Projects Private limited (A Joint Venture C~mpony ~~ NTPC & BHEL)

convene its Annual General Meeting for FY 2014-15 by September 30. 2015 and applied to the Regi~trar of Companies, NCT of Delhi & Haryana for extension of period to convene the Annual Oeneral Meeting for a period of three month. The Registrc;~r of Companies accorded its approved vide its order dated S~ptember, 29, 2015 and extended the period to -convene the Annual General Meeting of the Company for a period of three Months.

9. AJI documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours on ·all working days except Saturdays and Sundays, up to and including the date of the Annual General Meeting of the Company.

10. Pursuant to Section 171 (1) of the Companies Act, 2013, Registers of Directors and Key Managerial Personnel and their shareholding shall be a~n for Inspection at the Annual General Meeting which will also be accessible by persons attending the meeting of the Company.

11. Members are requested to note that no gifts will be distributed at the AGM.

12. Route map to the venue of the AGM is enclosed.

Place: New Deihl Date: Deoember 11. 2015

By order of the Board of Directors

c~' (Ritu Arora)

Company Secretary

EXPLANATpRY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT.

~

ltom No.3

1. As per Articles 90 & 92 of Articles of Association of the Company, Ministry of Power (MoP) has a right to nominate one part time Director and also has right to replace them at any time by nominating a new candidate.

2. Ministry of Power vide its Order No. 11/1/2014-Th-1 dated February 3, 2015 nominated Shrl Vikramjit Singh, . Deputy Secretary (Thermal) of MoP as part-time Director (Government Nominee Director). Subsequently, Shrl Vikramjit Singh was inducted as Additional Director on the Board of the Company w.e.f. March 6, 2015 who will hold office up to the date of ensuing Annual General Meeting and is eligible for appointment as Director of the Company.

Corporate Identity Number: U40102DL2008PTC177307 Delhi Office: 4lll Floor, Core 3, Scope Minar,Laxmi Nagar, New Delhf-110092 Tel.# 011·43001854 ema1l : ritu@nbppl.m Plant : Y.S.R. Pur am. Village Mannavaram, Srikalahasti Mandai, 01stt. Chlttoor - 517620 (A.P.) Tel.# 91-877 -2233701 Registered Office: NTPC Shawan, SCOPE Complex, 71n~tit utlonal Area, Lodhi Road, New Delhi-110003 website : www nbppl.ln

4

Ll "

~ JciiJ~~ P,Ytp.!-'1 il.!r11'1;&PtfL

Qit tl eft II afl Q '4$Q(al tifcR cilJtCf(ffl 'lli$cle ~ ~ ~s NTPC BHEL Power Projects Private limited

(A Joint Venture Company of NTPC & BHEL)

3. Shri Vikrarnjit Singh, is riot disqualified from being appointed as a Director In terms of

Section 164 of the Companies Act. 2013.

4. His brief resume inter-~lia, giving information about his qualifications, experience, shareholding i"n the C",ompany and other details are provided In Annexure-1 which forms part of this notice.

5. Except Shri Vikramjit Singh, being an appointee, none of the Director or Key Managerial Personnel of the Company or their relatives, is in any way concerned or interested, financial or otherwise, in the resolution set out at Item No.3.

6. Th~ Board of Directors recommends the resolution for approval of the Members.

1. Pur~uant to Articles 90 & 92 of Articles of Association of the Company, the Mini$1rl~s of Heavy Industries and Public Enterprises (MHI & PE) has a right to nominate one Independent Director and also has right to replace 1hem at any time by nominating a new cand.idate.

2. MHI~PE vide Its Order F.No. 21 (6)/2010- PE.XI dated M~rch 02, 2015, nominated Shri Pushpender Kumar Grover, former Secretary~General, lok Sabha as Independent Director of the Company. Shrl Pushpender Kumar Grover was ~ubsequ!!!ntly inducted as Additional (Independent) Director on the Board of the Company w.e.f. March 20, 2015 who will hold office up to the date of ensuing Annual General Meeting and is eligible for appointment as Director of the Company.

3. Shri Pushpender Kumar Grover, Is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

4. Pursuant to Section 149 (7) of Companies Act, 2013, the Company has received a declaration from Shri Pushpender Kumar Grover that he meets criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.· In the opinion of the Board, Shri Pushpender Kumar Grover fulfils the conditions specified in the Companies Act, 2013 and rules made there under for his appointment as an Independent Director of the Company and Is independent of the Management and his appointment would bring imm~se experience to the Board.

5. His brie·f resume inter-alia, giving information about his qualifications, experience. shareholding in the Company and other details are provided in Annexure-1 which forms part of this notice.

Corporate Identity Number: U40102.0l'200SPTC177307 Delhi Office. 41!> Floor, Core 3, Scope M.nar,LaxmJ Nagar, New Delhi- 110092 Tel. It 011-43001854 ernall : ritu@nbppl in Plant : V.S.R. Pur am, Village Mannavaram, Srikalahasti Mandai, D•stt . Chlttoor- 517620 (A .P.) Tel.# 91·8n-2233701 Registered Office: NTPC Bhawan, SCOPE Complex, 71nstlt utional Area, lodhi Road, New Delhi-110003 web$it e: www. bp!>l.in

5

t!itllcft:Ht iftQoq~Qi't tiTeR "''aCf~<tt c;r,,~e n:tf:les NTPC BHEL Power Projects Private Limited

(A Joint Venture Company of NTPC & BHEL)

6. Except Shrl Pushpender Kumar Grover, being an appointee, none of the Director or Key Managerial Personnel of the Company or their relatives, is in any way concerned or interested, financial or otherwise, in the r$$olution set out at Item No.4.

7. The Board of Directors recommends the resolution for approval of the Members.

Item No.5

1. By virtue of the power~ conferred under Articles of Association of NBPPL, NTPC vide its letter Ref. No.;Q1 :SEC:NBPPL dated September 18, 2015 communicated that Shrl Anil Kumar Jha, Chairman and Managing Director I NTPC shall be the Chairman ot'NBPPL. Subsequently, Shrl Anil Kumar Jha was inducted as an Additional Director (Chairman) on the Board of the Company w.e.f. September 22, 2015 who wUI hold office up to the date of ensuing Annual General Meeting and is eligible for appointment as Director (Chairman) of the Company.

2. Shri Anll Kumar Jha is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

3. His brief resume inter-alia, giving information about his qualifications, experience, shareholding In the Company and other details are provided in Annexure-1 which forms part of this notice. ·

4. Except Shri Mil Kumar Jha, being an appointee, none of the D~rector or Key Managerial Personnel of the Company or their relatives, Is in any way concerned or interested, fmancial or otherwise, in the resolution set out at Item No.5.

5. The Board of Directors recommends the resolution for approval of the Members.

Item No.6

1. By virtue of the powers conferred under Articles of Association of NBPPL, NTPC vide its letter Ref.No.:01 :SEC:NBPPL dated September 18, 2015 nominated Shri Suresh Chandra Pandey, Director (Projects) I NTPC as Director on the Board of the Company. Subsequently, Shri Pandey was inducted as Additional Director on the Board of the Company w.e.f. October 15, 2015 who will hold office up to the date of ensuing Annual General Meeting and is eligible for appointment as Director of the Company.

2. Shri Suresh Chandra Pandey is not disqualified from being appointed as a Director in terms of Section 164 of the Companies• Act,2013.

Corporate ldentlty Number: U401020L2008PTC177307 Delhi Office: 4~' floor, Core 3, Scope Minar, Laxmi Nagar, New Delhi -110092 Tel. II 011·43001854 email : rl tu@nbppl.in

Plant : Y .S.R. Pur am, Vill age Mannavaram, Sr ikalahasti Mandai, DisU- Chittoor - Sl7620 (A.P.) TeUt 91-877-2233701 Registered Office : NTPC Bh aw an, SCOPE Co mpll!x, 7 I nst1t utional Area. Lodh1 Road, New De lh i-110003 website·. wwvi. nbppl.ln

6

. . Qitllcft~ ;fht'EI$CH'I titer{ ~\!ilif~:S Yl$cle ftl·~~s

NTPC BHEL Power Projects Private limited (A Joint Vent~re Co~pany ot NTPC & BHEL)

3. His brief resume inter-alia, grvrng information about his qualifications, experience, shareholding in the Company and other details are provided in AnneXlJre-1 which forms part of this notice.

4. Except Shrl Subhash Chandra Pandey, being an appointee-, none of 1he Director or Key Managerial Personnel of the Company or their relatives, Is in any way concerned or Interested, financial or otherwise, In the resolution set out at Item No.6.

5. The Board of Directors recommends the resolution for approval of the Members.

By order of the Board of Directors

·~ (Ritu Arora)

Company Secretary Place: New Delhi Date: December 11, 2015.

Corporate lc!entlty Number: U40 02Dl 2008PTC177307 Delhi Offlc.e: 4'h Floor, Core 3, Scope Minar, Laxm1 Nagat, New Delhi - 110092 Tel.# 011-43001854 email: rltu@nbppl.in Plant : Y.S.R. Pur am, Village Mannavaram, Srikalahasti Mandai, Oistt. Chittoor- )17620 (A.P.) Tel.# 91-877·2233701 Registered Office : NTPC Shaw an, SCOPE Complex, 71nstit utional Area. Lodhi Road, New Delhi-110003 website: www.nbppl.in

7

00

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QCI1lJ4hft iftllil~Qtit ~ g'\i\Cf~'A Yi$clc ~files NTPC BHEL Power Projects Private Limited

(A Joint Venture Company of NTPC & BHEL)

Annexure-1 BRIEF RESUME OF DIRECTORS

Pursuant to Secretariat Standard - 2 issued by Institute of Company Secretaries of India

S.N Particulars Name of Directors --(1) (2) (3) (4)

Shri Vlkramjit Singh Shri P .K. Grover Shri Anil Kumar Jha Shri S.C. Pandey 1 Designation Director (Government Nominee I Independent Director· Director Director

MOP) 2 Date of Birth I February 25, 1976/ August 24, 1954 I July 24, 1957/ August 20, 1957 I

Age 39yrs 61 yrs. 58 yrs. 58 yrs.

3 Date of March 06, 2015. March 20, 2015. September 22, 2015. October 15, 2015. Appointment

4 Qualifications IPS officer of the 2004 batch and MBA Post Graduate in M.Sc. Graduate 10 Mechanical B E. in Instrumentation from Wharton School, University of (Physics) from University of Engineering from BIT Sindri, Pennsylvania, USA. Having degrees Delhi Ranchi University and LL.B. in Police Management from Osmania from Delhi Untversity University and TV Journalism from Jamia Millia lslamia afong with B.Com (Hons) from the Delhi University.

5 Experience He is presently working as Deputy, He worked, with Lok Sabha, He has joined NTPC in 19n 'He has joined NTPC in Secretary in the Ministry of Power. Parliament of India from as Executive Trainee. He has November, 1978. He has Prior to his current stint with the September 1974 in various rich and varied experience of about 34 years of central government. VikramJit served capacities I positions and 38 years in NTPC in all the comprehensive experience in Kerala Police. In addition to his relinquished office on areas ·of Power Project I.e. in management of large size experience in the Government, November 30, 2014 as Design & Engineenng, Project power project 1n the areas of Vikramjit has over five years Secretary General, Lok Planning & Monitoring and engineering, project

--- exQenence in the field of private Sabha in the rank and status Project Construction & construction and power Elant

Corporate Identity Number: U40102DL2008PTC177307 Delhi Office: 4'" Floor, Core 3, Scope Minar, Laxmi Nagar, New Delhi -110092 Tel. II 011-43001854 email: ritu@nbppl.in Plant : Y.S.R. Puram, Village Mannavaram, Srikalahasti Mandai. Distt. Chittoor- 517620 (A.P .) Tel.# 91-877-2233701 Registered Office: NTPC Bhawan, SCOPE Complex, 7 Institutional Area, Lodhi Road, New Delhl-110003 website: www.nbppUn

U)

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qiftlcft;8>t ifti!ii6Qil tifa"t' Q)act~:w \la$4z &l~as NTPC BHEL Power Projects Private Limited

(A Joint Venture Company of NTPC & BHEL}

-equity. actuarial consultancy and the of Cabinet Secretary. Management He joined operation and maintenance. startup industry. He was the first Central NTPC Board in July. 2012 as He has a strong background

Public Information Officer of Director {Technical). in managing, operatinQi and Lok Sabha Sectt and also maintaining few of the worked as Appellate largest stations of the

' Authority and Nodal Officer. country and has a rloh I LSlV. experience and exposure of I entire life cycle from concept I to commissioning of ' I Greenfield oroiect.

6 Shareholding Nil Nil Nil Nil in the Company

7 Remuneration Nil except Sitting fee to attend Board Nil Nil Nil paid I to be and its commtttee meetings

paid 8 No of Board Nil as no Board meeting· held after his Nil as no Board meeting held Nil as he is appointed in FY Nil as he is appointed in FY

meeting appointment in FY 2014-15 after his appointment in FY 2.015-16 2015-16 I

attended 2014-15

during the year 9 Other Nil Nil • NTPC Limited • NTPC Limited

Directorships • NTPC -ALSIOM Power • Bhartiya Rail Bijlee, Services Private Limited Company Limited I

I

• Pan- Asian Renewables • BF- NTPC Energy Private Umited (under Systems Limited liquidation) • Pan- Asian Renewables '

• Bangladesh- India Private Limited (under: Friendship Power ·Company liquidation} Private Limited • Meia Uria NJgam Private

Corporate Identity Number: U40102DL2008PTC1 n301 Delhi Office: ·4'~ Floor, Core 3, Scope Minar, Laxmi Nagar, New Delhi -110092 Tel.# 011-43001854 email : fltu@nbppl.in Plant: Y.S.R. Puram, Village Mannavaram, Srikalahastl Mandai, Distt. Chittoor-Sl76ZO (A.P.) Tei.#9Hln-2233701 Registered Office: NTPC Bhawan, SCOPE Complex, 7 Ins-titutional Area, Lodhi Road, New Delhi-110003 website: www.nbppl.in

,....:. 0

(~,} ~-'( >ft <fl•f1 <!~ NBPPL ~~ ... ~ • .tC"t'»·· ... ~···,., ... ., ....

10 Membership/ Member: Chairmanship • Project Review Committee of the committee of the Board of the Company

11 Membership/ Nil Chairmanship of the committees of the other Boards

Corporate Identity Number: U40102DL2008PTC177307

Chairperson: • Audit Committee

QO'Iltcfltft iftqa$l!iit tileR w)~ctifa \CI$ac ~~zs NTPC BHEL Power Projects Private Umited

(A Joint Venture Company of NTPC & BHEL)

--Limited • NTPC Vidyut Vyapar Nigam

limited • Nabinagar Power : • NTPC Electric Supply Generating Company I

Company Umited Private limited- Nominee 1

Director I Nil Member:

• Audit Committee • Nomination & Remuneration • Nomination &

Committee Remuneration Committee • CSR Committee • CSR Committee

• Project Review Committee

Nil Member of Audit Committee: Member of Audit Committee: • Bangladesh- India • PAN Asian Renewables

Friendship Power Private Limited Company Private Limited Ch~irman of Audit

• NTPC Vidyut Vyapar Committee:

Nigam Umited • Bhartiya Rail Bijlee . ComJ)a(ly Limited

Delhi Offite: 4'h Floor. Core 3, Scope Minar, Laxml Nagar. New Delhi -110092 Tel..lt 011-43001854 <email: ritu@nbppiJn Plant: V.S.R. Puram, Village Mannavaram, SrikalahastiMandai,DistL Chittoor-517620 IA.P.) Tel.#9l-877-2233701 Registered Office: NTPC Bhawan~ SCOPE Complex, 71nstitutional Area, Lodhi Road, New Delhi-110003 website: www.nbppl.ln

·- -- ---- - · > ___ ___ ..,. _ __ ., _ _.,. ·- .. · ·--·~ ·- - -·--R-;-·-- .. ··---.. ----~ ·· ..

Ql1licf.I<Eft ai'IIH~4Q~ ~ q,;:A~ff \ll$ae 1li~es NTPC BHEL Power Projects Ptivate Limited

(A Jofnt Venture Company of NTPC & BHEL)

Form MGT -11 ProXy Form

/Pursuant to secUon 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Admlnistiatlon} Rules, 2014]

CIN U40102Dl2008PTC177307 Registered Office NTPC Bhawan, SCOPE Complex, 7 Institutional Area,

Lodhl Road, New Delhi- 110003 ·

Name of the member (s): Registered address: E-mallld: Folio No/ Client ld: Dfl.ID:

1/We. bei.ng tha member (s} of .... ............. .. .. .. shares of the above named company, hereby appoint

,_ Name: ........... .... ..... ... ........... . ....... ; . .. . · ... ....... .. ... ...... ..... . .. .... .. ............... ............ .. ....... .. Address: . ........... . _. .. :: .... .. .......... ~ ................... ... ...... . , ...... ...... ... .... ....... _ . .. .................. .. . E-~nailld: ................................. ... ... .................................... ........ ... .... .............. .. ....... .. Sign~ture: ........ .. ... ... ..... .. ............ .. ....... ........ .... ... ................... ~. -·--· or 'tafl'tngh'rm

2. Name: ....................... ... ... .... ... .. .. ... ...................................... .... ........ , ......... .... ... .. .. , .. .. Address: .. . . ... . .. . .. .. . ...................... .. . . .... ... ... , .................... . ....... .. . ·- .•. , ..... .. ............ ..... . E-1l13il ld: .. ... . • .. . .. ... . ... . .. .. ... . .. . . . .. . • .. .. . .. . .. .. . .. .. .. .. ....... ............ ............... ... .......... . ..... .. . Sif'1811Jfe: ............ ....... ·- .......... ... : ................... ~.. ... .. . .. .. .. .. .. .. .. ....... or failing him

3. Name: ........................... .. .............. ............. ................... .. .. ................. ...... ... .... .. ... .. .. Address: ....................... ..... _, .. . .. ... .. .. ... ~ · ··· · · ··· ........ , .... .............................................. .. E-maH ld; -~ ................. ....... ... ..... -........... .. ... ...... .... .. ........................... , ..................... .. . SignatQre: .................. _ ..................................... , ........ ............ ......... - .,., ..... .... - .. , .. _ .. .,_ .. ... ..

as my/our proMy to attend and vote (on a poll) for me/us and on my/out behaa ~ ~ Annual General Meeting of the company, to be held 0111 the ...... , ...... . , the ... ,. day of ~ber. 2015 at ....... p.m. at NTPC Bhawan, SCOPE Comple~e,7 Institutional Area. Lodhi Road, New Delhi - 11.0003 and at any adjournment thereot in reaped of such resolution(&) as are indicated below:

S.N. I Resoluticm Fot· OrdlnaiY Businesses

1. Adoption of Audited Annual Accounts along with report$ of the Board of Directors & Auditors thereon

2. Authorization of the Board · o( Directors to fix the remuneration of the ~tatutory Auditors for the financial vear 2015-1 S

Special Businesses 3-. Appointment of Shri Vi_kramjit Singh (DIN - 071(14444) as Dire~or of the

Comoanv 4 . Appointment of Shri Pushr)ender Kumar Grover (DIN - 0712E)033) as

Independent Director of lhe Company 5. Appointment of Shrl Anll Klunar Jha (DIN- 03590871) as Director (Chairman}

of the Company 6. Appointment of Shri Subhash Chandra Pandey (DIN- 03142319) as Director of

·the Company

Signed this ....... .. ..... day of ..... ............... 2015

Signature of Shareholder .. .. .. . . .. .. .. .. .. .. .. . .. . .. . .. .. . .. . .. .. . . .. .. .. .... ..

Signature of Proxy holder(s) ... .. ..... ....... ........ ; .. .. ......... .. ... ... .. ... .... ..... ....... .. .. .. .. . .

Against

I

Affix Revenue

Stamp

Note~ This fonn of proxy In order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

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(A Joint Venture Company of NTPC & BHEL)

ROUTE MAP FOR 7TH AGM

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Corporate Identity Number: U401020L2008PTC177307 Delhi Office: <l'h Floor, Core 3, Scope Minar, Laxmi Nagar, New Delhi- 110092 Tel. If 011-43001854 email : ritu@nbppl.in Plant: V.S.R. Puram, Village Mannavaram, Srikalahast.i Mandai, Q!stt. Chittoor- 517620 (A.P.) Tel. If 91-877-2233701