हिमालयन पावर पार्टनरको तेह्रौं वार्षिक साधारण सभाको निर्णय विवरणHimalayan Power Partner: Decisions of 13th Annual General Meeting

Himalayan Power Partner Limited

Summary of Decisions (Minutes) of the 13th Annual General Meeting

As per the decision of the 81st Board of Directors meeting of Himalayan Power Partner Limited held on 2083/03/10, the company's 13th Annual General Meeting was successfully conducted under the chairmanship of Mr. Guru Prasad Dhakal, Chairman of the Board of Directors, at Amrapali Banquet, Baluwatar, Kathmandu on Ashadh 32, 2083 from 9:00 AM, discussing and passing the following proposals.

Decisions made by the Meeting:

(a) Discussion and decisions on Ordinary Proposals:

1. The meeting unanimously decided to approve the Annual Report for the fiscal year 2081/082 presented by the Chairman, Mr. Guru Prasad Dhakal, on behalf of the Board of Directors.

2. Upon presentation of the proposal to approve the Auditor's Report along with the Balance Sheet as of Ashadh end, 2082, the Profit and Loss Account from Shrawan 1, 2081 to Ashadh end, 2082, and the Cash Flow Statement for the same period, the meeting unanimously passed the said proposal.

3. Upon presentation of the proposal to appoint PYC & Associates, Chartered Accountants as auditor to audit the fiscal year 2082/083 as per Section 111 of the Companies Act, 2063 on recommendation of the Audit Committee and fix their remuneration, the meeting unanimously passed the proposal to appoint PYC & Associates, Chartered Accountants with a lump-sum remuneration of Rs. 220,000/- (In words: Rupees Two Lakhs Twenty Thousand only) excluding VAT.

4. Regarding the election of the Board of Directors:

Since the 4-year term of the current Board of Directors had expired, as per the decision of the Board meeting held on 2083/03/10, Senior Advocate Mr. Bishnu Prasad Baskota was appointed as Election Officer. The Election Officer published the election schedule on 2083/03/22 and completed all scheduled election programs. Candidates from the promoter shareholder group, Mr. Chandra Prasad Dhakal and Ms. Swechha Dhakal, and candidates from the general shareholder group, Mr. Arjun Paudel Sharma, Mr. Swarup Dhungana, Mr. Nirmal Adhikari, and Mr. Ambika Prasad Paudel, withdrew their candidacies. Consequently, for the 4 positions to be elected from the promoter shareholder group, only 3 candidates remained—Mr. Guru Prasad Dhakal, Mr. Mahendra Raj Adhikari, and Mr. Atul Acharya—and for the general shareholder group, only 2 candidates remained—Mr. Diwakar Paudel and Mr. Hemanta Raj Pandey. Therefore, the following candidates were declared elected unopposed.

Directors elected unopposed from Promoter Shareholders:

(a) Mr. Guru Prasad Dhakal

(b) Mr. Mahendra Raj Adhikari

(c) Mr. Atul Acharya

Directors elected unopposed from General Shareholders:

(a) Mr. Diwakar Paudel

(b) Mr. Hemanta Raj Pandey

The Election Officer announced to the meeting that the mentioned shareholders were elected unopposed as directors of the company for a term of 4 years, wished the newly elected directors a successful tenure, and declared the election process completed. The meeting also endorsed the election announcement made by the Election Officer.

5. Regarding appointment of Independent Director:

Regarding the appointment of an Independent Director, in accordance with the provisions of Section 29 of the Companies Act, 2063 and the company's Articles of Association, upon presentation of the proposal by the Chairman to appoint one qualified and experienced person from among the listed individuals, the meeting unanimously decided to appoint Dr. Hemanta Kumar Dawadi as an Independent Director.

(b) Discussion and decisions on Special Proposals:

1. Upon presentation of the proposal to ratify the financial assistance amount of Rs. 1,43,000/- provided under Corporate Social Responsibility, the meeting unanimously passed the proposal.

2. Upon presentation of the proposal to amend provisions of the Memorandum and Articles of Association of the company, the meeting unanimously decided to amend clauses of the Memorandum and Articles of Association as follows:

(a) Amendment to Memorandum of Association:

Clause 8 Restrictions, if any, on purchase or transfer of shares:

(1) If a shareholder wishes to transfer rights to purchase right shares, they may transfer such rights to a person of their choice. Other provisions regarding restrictions on purchase and transfer of shares shall be as specified in the Companies Act, Securities Trading Laws, and other prevailing laws.

(b) Amendment to Articles of Association:

Article 27 Composition, number, and tenure of the Board of Directors:

(2) The Board of Directors of this company shall consist of a total of 7 (seven) members, comprising 6 (six) directors nominated or elected by shareholders and 1 (one) independent (expert) director.

3. Upon presentation of the proposal to authorize the Board of Directors to make necessary amendments to the Memorandum and Articles of Association if any suggestions or directions for amendment, modification, or addition are received from regulatory authorities or to correct any errors, the meeting unanimously passed the proposal.