HPL Electric & Power Limited — Proxy Solicitation & Information Statement 2021

Nov 23, 2021

==> picture [416 x 84] intentionally omitted <==

23[rd] November, 2021

The Manager, BSE Limited Listing Department, 25[th] Floor, New Trading Ring, Rotunda National Stock Exchange of India Ltd. Building, Phiroze Jeejeebhoy Towers, “Exchange Plaza”, C-1, Block G, Dalal Street, Fort, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051 Symbol: HPL Scrip Code: 540136

Subject: Postal Ballot Notice

Dear Sir

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached a copy of the Postal Ballot Notice dated 10[th] November, 2021 being sent by the Company to its shareholders for seeking consent by way of special resolution.

We request you to kindly take the same on record.

Thanking You

Yours Faithfully,

For HPL Electric & Power Limited

VIVEK

KUMAR

Digitally signed by VIVEK KUMAR DN: c=IN, st=Delhi, 2.5.4.20=3eb36823c8b414e7e934f2e0af3da010641437e49524495d66b6b358709bf23f, postalCode=110095, street=A 125 S 1 DILSHAD COLONY, serialNumber=052767230d5f1c44b1c2164eefdb84f2c760ac7359949d646e7ce9b91f23d372, o=Personal, cn=VIVEK KUMAR, pseudonym=3a256b36c3f5ad54f1e1d2c8a2d5db56 Date: 2021.11.23 17:50:17 +05'30'

Vivek Kumar

Company Secretary

Encl: As above

==> picture [271 x 48] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 4] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

==> picture [118 x 5] intentionally omitted <==

HPL ELECTRIC & POWER LIMITED

CIN: L74899DL1992PLC048945

Registered Office: 1/20, Asaf Ali Road, New Delhi-110002 Tel.: +91-11-23234411 Fax: +91-11-23232639

Corporate Office: Windsor Business Park, Sector-10, Noida- 201301, Tel.: +91-120-4656300 Email: hpl@hplindia.com, Website: www.hplindia.com

POSTAL BALLOT NOTICE

[pursuant to Section 110 of the Companies Act, 2013, Rule 22 of the Companies (Management and Administration) Rules, 2014 and MCA Circulars]

Dear Member(s),

Notice is hereby given, pursuant to the provisions of Section 110 of the Companies Act, 2013 (‘the Act’) read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, as amended (‘Rules’) read with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020 and circular number 10/2021 dated June 23, 2021 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Act, rules, circulars and notifications issued thereunder (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), that the Special Resolution for the re-appointment of Mr. Dhruv Goyal (DIN: 06963262) as an Independent Director of the company for the second term is proposed to be passed by the members of HPL Electric & Power Limited (“the Company”) by means of Postal Ballot only through electronic means (‘remote e- voting’).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-voting. A hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope will not be sent to the Members for the present Postal Ballot and Members are required to communicate their Assent or Dissent through the remote e-voting system only. The communication of the assent or dissent of the Members would only take place through the remote e-voting.

SPECIAL BUSINESS:

ITEM NO. 1: APPOINTMENT OF MR. DHRUV GOYAL (DIN: 06963262) AS THE INDEPENDENT DIRECTOR OF THE COMPANY FOR THE SECOND TERM

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV of the Companies Act, 2013 read with the Rules made thereunder and other applicable provisions, if any, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Articles of Association of the Company and on the recommendation of the Board, Mr. Dhruv Goyal (DIN: 06963262), who meets the criteria of independence as provided under Section 149(6) of the Act and Regulation16(1)(b) of the SEBI Listing Regulations and who is eligible for re-appointment, be and is hereby re-appointed as an Independent Director of the Company for the further period of 5 consecutive years w.e.f. 12th November, 2021 and shall not be liable to retire by rotation.”

By order of the board For HPL Electric & Power Limited

Vivek Kumar Company Secretary & Compliance Officer Date: 10[th] November, 2021 M. No. A18491 Place: Noida Regd. Office: 1/20, Asaf Ali Road, New Delhi – 110002

NOTE(S):

1. An Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”) setting out material facts in respect of the resolution to be passed through postal ballot by e-voting is annexed hereto.

2. In accordance with the provisions of the Act, read with Rules made thereunder and General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 (the “MCA Circulars), the Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, 19[th] November, 2021 (“Cut-off Date”). A person who is not a member as on 19[th] November, 2021, should treat this Postal Ballot Notice for information purposes only. A copy of this Postal Ballot Notice will also be available on

the website of the Company at www.hplindia.com, the relevant section of the website of the Stock Exchanges viz. BSE and NSE whenever uploaded by them and on the website of KFin Technologies Private Limited (“KFin”) at www.kfintech.com.

1. The Postal Ballot Notice is being sent only through electronic mode to all the Members of the Company, whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, 19[th] November, 2021 (“Cut-off Date”) and the voting rights shall also be reckoned on the paid-up value of shares registered in the name of the Member(s) as on the Cut-off Date i.e. Friday, 19[th] November, 2021.

2. Only a Member holding equity shares as on the Cut-off Date is entitled to exercise his/her vote through remote e-voting.

3. Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company (“the Board”) in its meeting held on 10[th] November, 2021, has appointed Mr. Vinod Kumar Gupta, Proprietor, M/s. Gupta Vinod & Co., Practicing Company Secretaries as Scrutinizer, to conduct the Postal Ballot by Remote E-voting process in a fair and transparent manner.

4. The remote e-voting period commences on Wednesday, 24[th] November, 2021, at 9:00 A.M. (IST) and ends on Thursday, 23[rd] December, 2021 at 5:00 P.M. (IST). The remote e-voting shall not be allowed beyond the said date and time. During this period, the Members of the Company holding shares in physical form or in dematerialized form, as on the Cut-off Date, being Friday, 19[th] November, 2021, may cast their votes by electronic means in the manner and process as set out in the Postal Ballot Notice mentioned hereinbelow. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

5. PROCEDURE FOR OBTAINING THE POSTAL BALLOT NOTICE AND E-VOTING INSTRUCTIONS BY THE MEMBERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES IN CASE OF DEMAT SHARE FOLIOS OR WITH REGISTRAR AND TRANSFER AGENT IN CASE OF PHYSICAL SHARE FOLIOS:

(a) In terms of the MCA and SEBI Circulars, the Company has sent the Postal Ballot Notice and e-voting instructions only in electronic form to the registered e-mail addresses of the shareholders. Therefore, those shareholders who have not yet registered their e-mail address are requested to get their e-mail addresses registered by following the procedure given below:

(i)For Electronic folios:

• Visit the link https://ris.kfintech.com/clientservices/postalballot/

• Select the Company name i.e. HPL Electric & Power Limited

• Shareholder to enter DP ID-Client ID / Folio No. and PAN No.

• Shareholder to enter the email id and Mobile No.

• System check the authenticity of the DP ID-Client ID and PAN and send the different OTPs to Mobile and Email to Validate.

• Shareholder to enter the OTPs received by SMS and Email to complete the validation process. (OTPs will be valid for 5 minutes only).

• System confirms the email id for the limited purpose of serviced postal ballot notice.

• System will send the notice & procedure for e-voting to the email given by shareholder

(ii) For Physical folios:

• Visit the link https://ris.kfintech.com/clientservices/postalballot/

• Select the company name i.e. HPL Electric & Power Limited

• Shareholder to enter physical Folio No. and PAN No.

• If PAN No. is not available in the records, shareholder to enter one of the Share Certificate No.

• Shareholder to enter the email id and Mobile No.

• System check the authenticity of the Folio No. and PAN/Share Certificate No. and send the different OTPs to Mobile and Email to Validate.

• Shareholder to enter the OTPs received by SMS and Email to complete the validation process. (OTPs will be valid for 5 min. only).

• If PAN is not available, system will prompt to upload the duly signed scan copy of the PAN.

• System confirms the registration of email id,

• System will send the notice & procedure for e-voting to the email given by the Shareholder.

(b) In case of any queries, Members may write to einward.ris@.kfintech.com.

(c) The shareholders are requested to register their email addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants and in respect of physical holdings, with the Company’s Registrar and Share Transfer Agent viz. KFin Technologies Private Limited, Selenium Building, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500 032 by following due procedure as stated hereinbefore under para no. 7.

(d) Those shareholders who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / the Company’s Registrar and Share Transfer Agent to enable servicing of notices / documents / Annual Reports etc. electronically to their email address.

(e) Members are requested to visit the website of the Company at www.hplindia.com or the website of the Registrar and Transfer Agent www.kfintech.com for downloading the Postal Ballot Notice, if required.

(f) Alternatively Member may send an e-mail request at einward.ris@kfintech.com along with scanned copy of the signed request letter providing the email address, mobile number,

self-attested PAN copy, DP ID/Client ID details in case of electronic folio and copy of share certificate in case of physical folio for sending the Postal Ballot Notice and the e-voting instructions.

1. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.

THE E-VOTING process/instruction is divided into two parts viz E-voting in case of :

(I) Physical Shareholders & Non-Individual Shareholders (Physical / Demat), (II) Individual Shareholders having shares in electronic / demat mode and are stated as hereunder:

INSTRUCTION FOR REMOTE E-VOTING

• (i) In case of Physical Shareholders & Non-Individual Shareholders (Physical/ Demat):

• a) Initial password is provided in the body of the e-mail.

• b) Launch internet browser and type the URL: https://evoting.kfintech.com in the address bar.

• c) Enter the log in credentials i.e. User ID and password mentioned in your e-mail. Your Folio No. / DP ID Client ID will be your User ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting your votes.

• d) After entering the details appropriately, click on LOGIN.

• e) You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• f) You need to login again with the new credentials.

• g) On successful login, the system will prompt you to select the EVENT. Select HPL Electric & Power Limited.

• h) On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting / dissenting to the resolution, enter all shares and click ‘FOR’ / ‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and / or ‘AGAINST’ taken together should not exceed your total shareholding as on the aforesaid cut-off date. You may also choose the option ‘ABSTAIN’ and the shares held will not be counted under either head.

• i) Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account.

• j) Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can log in multiple times till you are confirmed that you have voted on the resolution.

• k) In case of any queries / grievances, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting User Manual available at the ‘download’ section of https://evoting.kfintech.com or call KFin Technologies Pvt. Ltd. on 1800 309 4001 (toll free).

• l) Any person who happen to be a Member of the Company as on the cut-off date viz. Friday, 19[th] November, 2021 and do not have user ID/Password, such member(s) may obtain the USER ID and Password for e-voting in the following manner or may write an email on einward.ris@kfintech.com for obtaining support in this regard.

• m) If the mobile number of the Member is registered against Folio No. / DP ID Client ID, the Member may send SMS : MYEPWD E-Voting Event number+ Folio No. (in case of physical shareholders) or DP ID Client ID (in case of Dematted shareholders) to 9212993399.

• Example for NSDL: MYEPWD IN12345612345678

• Example for CDSL: MYEPWD 1402345612345678

• Example for Physical: MYEPWD XXXX1234567890

• n) If e-mail address or mobile number of the Member is registered against Folio No./ DP ID Client ID, then on the home page of https://evoting.kfintech.com, the Member may click “forgot password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

• o) Member may call KFin toll free number 1-800-3094-001 for all e-voting related matters.

• p) Member may send an e-mail request to einward.ris@kfintech.com for support related to e-voting matter.

(ii) In case of Individual Shareholders having shares in electronic/demat mode:

Such shareholder(s) may refer the e-voting process mandated for them vide SEBI circular dated 9th December, 2020 and should follow following process for remote e-voting:

Login method for e-Voting:

As per the SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility. The remote e-voting process of the Depositories viz NSDL and CDSL are different which are stated below to facilitate the

members for e-voting depending on the depository with whom they are concerned with related to their shareholding.

Typeof shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL		1.User already registered for IDeAS facility: I. Visit URL: https://eservices.nsdl.com II. Click on the “Beneficial Owner” iconunder “Login” under ‘IDeAS’ section. III. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting” IV. Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period. 2.User not registered for IDeAS e-Services I. To register click on link :https://eservices.nsdl.com II. Select “Register Online for IDeAS” or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp III. Proceed with completing the required fields. IV. Follow steps given in points 1. 3.Alternatively by directly accessing the e-Voting website of NSDL I. Open URL: https://www.evoting.nsdl.com/ II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. IV. Post successful authentication, you will requested to select the name of the company and the e-Voting Service Provider name, i.e.KFintech. V. On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in demat mode with CDSL		1. Existing user who have opted for Easi / Easiest I. Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www.cdslindia.com II. Click on New System Myeasi III. Login with your registered user id and password. IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting portal. V. Click on e-Voting service provider name to cast your vote. 2.User not registered for Easi/Easiest I. Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration II. Proceed with completing the required fields. III. Follow the steps given in point 1

3.Alternatively, by directly accessing the e-Voting website of CDSL I. Visit URL: www.cdslindia.com II. Provide your demat Account Number and PAN No. III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. IV. After successful authentication, user will be provided links for the respective ESP, i.eKFintechwhere the e- Voting is in progress. V. Click on company name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.

Individual Shareholder login through their demat accounts / Website of Depository Participant

I. You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility. II. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. III. Click on options available against company name ore-Voting service provider –Kfintechand you will beredirected to e-Voting website of KFintechfor casting yourvote during the remote e-Voting period without anyfurtherauthentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.	Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.	Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
Login type		Helpdesk details
Securities held with NSDL		Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.:1800 1020 990and 1800 22 44 30
Securities held with CDSL		Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at022- 23058738or 022-23058542-43

VOTING RESULTS:

The Scrutiniser shall, immediately after the conclusion of voting, count the votes cast during Postal Ballot through remote e-voting and make a Scrutiniser’s report of the total votes cast in favour or against or invalid, if any, and submit the report to the Chairperson of the Company or any person authorized in that respect, who shall countersign the same and thereafter results of the voting will be declared on or before Saturday, 25[th] December, 2021 by 5:00 PM on the website of the company i.e. www.hplindia.com . The results declared along with the scrutiniser’s report shall be placed on the Company’s website at www.hplindia.com and on the website of R&T Agent KFin viz. https://evoting.kfintech.com

and shall also be communicated to the stock exchanges viz BSE Limited & National Stock Exchange of India Ltd. where the shares of the Company are listed. The resolutions shall be deemed to have been passed on Thursday, 23[rd] December, 2021, (being the last date of e-voting period of postal ballot) subject to obtaining requisite votes thereto.

OTHER INSTRUCTIONS:

1. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E voting user manual available at the download section of https://evoting.kfintech.com (KFin Website) or contact Mr. P Nageshwar Rao (Unit: HPL Electric & Power Limited) of KFin Technologies Private Limited, Selenium Tower, Plot 31 & 32, Gachibowli Financial District, Nanakramguda. Hyderabad - 500032 or at einward.ris@kfintech.com and evoting@kfintech.com or phone no 040-67162222 or call KFin’s toll free No. 1-8003094-001 for any further clarification(s) in the subject matter.

2. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

3. If e-mail address or mobile number of the Member is registered against Folio No/DP ID Client ID, then on the home page of https://evoting.kfintech.com/ the Member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a new password.

4. Member may call KFin toll free number 1800-3094-001 for any assistance.

5. Member may send an e-mail request to einward.ris@kfintech.com for any support in relation to e-voting.

6. KFin shall endeavour to send User ID and Password to those new Members whose e- mail ids are available.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 SETTING OUT ALL THE MATERIAL FACTS RELATING TO SPECIAL BUSINESS:

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”), sets out material facts relating to the business mentioned in the accompanying Notice dated 10[th] November, 2021 .

Appointment of Mr. Dhruv Goyal (DIN: 06963262) as the Independent Director of the Company for the second term

Mr. Dhruv Goyal (DIN: 06963262) was appointed as an Independent Director on the Board of Directors of the Company in the Annual General Meeting (AGM) held on 30[th] September, 2021 to hold office for a period of six (6) months w.e.f. 12th May, 2021. Therefore, his first term of office as Non executive Independent Director completed on 11[th] November, 2021.

Mr. Dhruv Goyal being eligible and offering himself for reappointment, is proposed to be reappointed as an Independent Director for the Second Term of 5 (Five) consecutive years w.e.f. 12th November, 2021.

In the opinion of the Board, Mr. Dhruv Goyal fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder and the SEBI Listing Regulations for his reappointment as an Independent Director of the Company and is independent of the Management. Based on the Performance Evaluation conducted by the Board of Directors, the performance of Mr. Dhruv Goyal was evaluated satisfactory in the efficient discharge of his role and responsibilities as an Independent Director of the Company. The Board and its allied Committees have benefitted from his relevant specialization and expertise.

Mr. Dhruv Goyal is a Chairman of the Nomination & Remuneration Committee of the Company.

In terms of the provisions of Section 149 of the Companies Act, 2013, an Independent Director is eligible for re-appointment on passing of Special Resolution.

The Board upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 10th November, 2021, has approved the re-appointment of Mr. Dhruv Goyal as an Independent Director of the Company and recommends the same for the approval by the members of the Company by way of Special Resolution.

Copy of the Draft letter of appointment of Mr. Dhruv Goyal as an Independent Director, setting out the terms and conditions of appointment is available for inspection by members at the Registered Office of the Company.

Save and except, Mr. Dhruv Goyal and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in this resolution.

Information pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standards on General

Meetings (SS-2) regarding Directors seeking Appointment/re-appointment in respect of Item No. 1 is as below:

1.	Age	54 years
2.	Qualification(s)	B.Sc Honours (Chemistry), Diploma in International Marketing from IIFT
3.	Experience	29 years
4.	Expertise in Specific functional area/Brief Profile	Mr. Dhruv Goyal has over 29 years of experience in the field of cable and telecommunication industry. He also has avast exposurerelated tointernationalbusiness.
5.	Terms & Conditions of re- appointment alongwith remuneration sought to be paid	As per Explanatory Statement
6.	Remuneration Last Drawn	Not Applicable
7.	Date of first appointment on the Board	12.05.2021
8.	Relationship with other Directors/ Manager/ Key Managerial Personnel of the Company	Not Related with any Director/ KMP of the Company
9.	Number of Board Meetings attended during the year	1 out of 2 meetings
10.	Other Directorships held (including listed entity, if any)	1. Himachal Energy Pvt Ltd 2. Technica Fiber Tech Private Limited
11.	Chairmanship/ Membership of the Committee of the Board of other Companies	Member of Audit Committee and Nomination & Remuneration Committee of Himachal Energy Private Limited
12.	Shareholding in the Company	NIL

The Board recommends the Resolution set forth at Item No. 1 of the Notice for approval of the members as a Special Resolution.

By order of the board For HPL Electric & Power Limited Date: 10[th] November, 2021 Place: Noida Vivek Kumar Regd. Office: 1/20, Asaf Ali Road, Company Secretary & Compliance Officer New Delhi – 110002 M. No. ACS 18491