a IS INFRASTRUCT NOMINATION AND REMUNERATION POLICY | Introduction: In pursuance of the Company's policy to consider human resources as is invaluable ‘asses, to pay equitable remuneration to Executive Directors, Key Managerial Personnel {KMP) and the Senior Management Personnel" of the Company. fo harmonize the aspirations of human resources consistent withthe goals ofthe Company and in terms of the provisions ofthe Companies Act, 2019 and Rules thereto as amended rom tie 10 time, this Nomination and Remuneration Policy has been formulated by the Commitee. 1 Thm expression Senior Manepamant Personnel ears pace te Company who are member of ‘8 cow management tan rca Board of Dieters canara a monaco ie maregenon oe ‘oval ne ecuve cece, udng nc heads Objective and purpose of the Policy '® The Polcy shall adhere to the provisions of the Companies Act, 2013 and Rules {hereto ]as amended from ime to tne, ® Formulating the ceria for determining qualifcations and postive attributes of Directors, KMP and Senior Management Personnel ‘To lay down eiteria and terms and conditions with regard to Kentfying persons who ‘are qualfied to become Direct o the Company. ‘To carty out evaluation of the performance ofthe Directors ofthe Company. ‘To determine remuneration based on the Company's size and fancial postion and ‘tends and praciees on remuneration provaling in peer ‘companies. of the Infrastructure business. ‘M Appointment criteria and qualifications: ‘The candidate should be free from any disqualiiations as provided under Sections 164 and 167 ofthe Companies Act, 2013; ‘The candidate should meet the coneiions of being independent as stipulated under the Companies Act, 2013 incase of appointment of an independent director. ‘# The Company shall not appoint or continue the employment of any person as Whole- time Director who has attained the age of 70 years, Provided that the term ofthe person holding this positon may be extended beyond the ‘898 of 70 years with the approval of shareholders by passing 4 spocalresoltion basedfon the explanatoy statement annexed to the notice for such maton indicating the |usiieaton for extension of appointment beyond 70 years 1V Remuneration of Directors, KMP and Senior Management Personnel ‘The Nominaton and Remuneration Commitee shal ensue that 4) The level and compostion of remuneration is reasonable and sufiient to attract, rezin and motate drectors of ine quay request un the company success ) The relationship of remuneration to perfomance ie clear ond meets appropiate performance benchmarks; and ©) The remuneration shall involve a balance between fixed and incentive pay reflecting short and long-term performance ebjecives approprate 10 the Working of Me ‘company and ts goals ‘ ‘The remuneration (including payment of minimum remuneration) to Execute Dieciors shal be vthi the averalceling prescribed under the, Companies, Act 2013:Wihin the said overal colin of remuneration, the Executive Drectors wil be ented to aval ofthe perqusites Under diferent hada as may be applable tothe ‘ther Senior Management Personnel of tho Company. Such remuneration to the Execuve Directors wil be determined by the Commitse and recommended fo the ‘Boars for approval. The remuneration shall be subject o riorpost approval of the shareholders ofthe Company ‘The annual increments to Executive Dsectors, wil be decided by the Committee andlor the Board of Directors in its absolute dscrton and wil be mart based and ‘wil alo take ito account Company’ performance, \V Appointment / Removal Retirement and Evaluation of Performance of Directors ‘The Commitee shal idenfy and ascertain the inteaity, qualification, expertise and ‘experience of the person fr appointment as Decor and recemmend to the Board Isher apporment ‘# Due to reasons for any disqualification mentoned inthe Companies Act, 2019, rules ‘made thereunder or under any other applicable Act, ules and regulations, the CCommittge may recommend, tothe Board with reesons recorded In wing, removal ofa Dred ‘% Tho Comite shal evaliat tho parformance ofthe Dect as pe the requirement ofthe Companies Act 2013 1 Appointment Removal, Remuneration and Evaluation of Performance of KMP and ‘Senior Management Personnel ‘The qualication attibtes, terms and coins of apointment an removal of KMP {and Senior Management Personne! at also thar remuneration and the evakation of {he performance shall be as decided bythe Vice Chairman & Managing Dwecto line wan te Company's policies as enumerated at ports Il a), (2) and (c) above‘© The Nomination and Remuneration Commitee shal ray such appointment and removal of KMP and Senior Management Personnel ViLEtfective Date: This poy shale effective fom ist Api, 2014 ‘Yul AMENDMENT: ‘The Poley shall be modified or amended in whole of in part, at any time at the "Nomination and Remuneration Commitee deems fit An tee ‘ice Chairman & Managing Director