Quarterly Compliance Report on Corporate Governance 1. Name of Listed Entity: SREI INFRASTRUCTURE FINANCE LIMITED 2. Quarter ending: 30TH JUNE, 2017 Title (/ Ms) I. Composition of Board of Directors Name of PAN $ the & DIN Director Category (Chairperson // Non- / independent/ Nominee) & Date of Appointment in the current term /cessation Tenure * No of Directors hip in listed entities including this listed entity Number of memberships in / Committee(s) No of post of Chairperson in / Committee held in listed entities Hemant Kanoria Sunil Kanoria Salil Kumar Gupta Srinivasac hari Rajagopal Shyamale ndu Chatterjee 00193015 Chairman & Managing Director 00421564 Vice Chairman Non- 00651223 Non- 00022609 Non- 00048249 Non- on 25(1) of ons) # on 26(1) of ons) 01.04.2015 _ 3 Committee - 2 05.07.1989 (as Vice Chairman w.e.f. 20.09.2008) _ 3 Committee 3 Committee - 2 02.08.2014 5 years 1 Committee -1 02.08.2014 5 years 2 Committee - 6 02.08.2014 5 years 2 Committee - 3 Committee -1 on 26(1) of ons) Committee - 3 Committee 2 s Committee -1 Page 1 of 5
Title (/ Ms.) Dr. Name of the Director Punita Kumar Sinha PAN $ & DIN Category (Chairperson) // Non- / / Nominee) & 05229262 Non- Date of Appoint ment in the current term /cessatio n Tenure* No of Director ship in listed entities includin g this listed entity on 25(1) of ons) # Number of memberships in / Committee(s) on 26(1) of ons) 02.08.2014 5 years 6 Committee - 4 Committee - 3 No of post of Chairperson in / Committee held in listed entities on 26(1) of ons) Committee 1 Dr. Tamali Sengupta Ranganat han Tirumalai Cunnavak aum Anandan pillai Ram Krishna Agarwal 00358658 Non- 03091352 Non- 00416964 Non - 01.08.2015 5 years 2 Committee - 1 01.08.2015 5 years 2 Committee - 1 12.05.2016-3 Committee - 6 Committee - 2 None $ PAN number of any director would not be displayed on the website of Stock Exchange & Category of directors means executive / non-executive/independent / Nominee if a director fits into more than one category write all categories separating them with hyphen *to be filled only for Director. Tenure would mean total period from which director is serving on Board of directors of the in continuity without any cooling off period. # Listed entities have been identified from the Corporate Identification Number (CIN) as available on the Ministry of Corporate Affairs (MCA) website for companies other than Srei Group companies. Page 2 of 5
II. Composition of Committees Name of Committee $ Name of Category (Chairperson//Non Committee /independent/nominee) & Members 1. Committee 2. Nomination & Remuneration Committee 3. s Relationship Committee As per Annexure A 4. Risk Management Committee (if applicable) N.A to the Company since the same is applicable to top 100 listed entities pursuant to on 21(5) of SEBI (LODR) ons, 2015 & Category of directors means executive/non-executive/independent/nominee if a director fits into more than one category write all categories separating them with hyphen $ Apart from the above, there are other Committees which include Risk Committee, Corporate Social Responsibility Committee, Investment Committee, Credit Committee, Asset Liability Management Committee, Committee of Directors and Business Responsibility Committee. III. Meeting of Board of Directors Date(s) of Meeting (if any) in the previous Date(s) of Meeting (if any) in the relevant 03.02.2017 09.05.2017 94 Maximum gap between any two consecutive meetings (in number of days) IV. Meeting of Committees $ Committee committee in the relevant Whether requirement of Quorum met (details) 09.05.2017 Yes - All Members were present committee in the previous 02.02.2017 95 Maximum gap between any two consecutive meetings in number of days* Page 3 of 5
IV. Meeting of Committees $ (contd.) Nomination & Remuneration Committee committee in the relevant Whether requirement of Quorum met (details) 08.05.2017 Yes - 2 out of 3 members were present s Relationship Committee committee in the relevant 22.04.2017, 09.05.2017, 19.05.2017 & 31.05.2017 Whether requirement of Quorum met (details) Yes On 22.04.2017 All members were present committee in the previous 02.02.2017 - committee in the previous 24.01.2017 - Maximum gap between any two consecutive meetings in number of days* Maximum gap between any two consecutive meetings in number of days* Yes On 09.05.2017 All members were present Yes On 19.05.2017 2 out of 3 members were present Yes On 31.05.2017 2 out of 3 members were present *This information has to be mandatorily be given for audit committee, for rest of the committees giving this information is optional $ Apart from the above, there are other Committees which include Risk Committee, Corporate Social Responsibility Committee, Investment Committee, Credit Committee, Asset Liability Management Committee, Committee of Directors and Business Responsibility Committee. V. Related Party Transactions Subject Whether prior approval of audit committee obtained Yes refer note below Compliance status (Yes/No/NA) Whether shareholder approval obtained for material N.A RPT Whether details of RPT entered into pursuant to N.A omnibus approval have been reviewed by Committee Note 1. In the column Compliance Status, compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of ons, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words N.A. may be indicated. 2. If status is No details of non-compliance may be given here. Page 4 of 5
VI. Affirmations 1. The composition of Board of Directors is in terms of SEBI ( obligations and disclosure requirements) ons, 2015. Yes 2. The composition of the following committees is in terms of SEBI ( obligations and disclosure requirements) ons, 2015 a. Committee - Yes b. Nomination & remuneration committee - Yes c. s relationship committee - Yes d. Risk management committee (applicable to the top 100 listed entities) - N.A. 3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI ( obligations and disclosure requirements) ons, 2015. - Yes 4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI ( obligations and disclosure requirements) ons, 2015. Yes 5. This report and/or the report submitted in the previous has been placed before Board of Directors. - Yes 6. Any comments/observations/advice of Board of Directors may be mentioned here. Sandeep Lakhotia Company Secretary FCS 7671 Note: Information at Table I and II above need to be necessarily given in 1st of each financial year. However if there is no change of information in subsequent (s) of that financial year, this information may not be given by Listed entity and instead a statement same as previous may be given. Page 5 of 5
Annexure A COMPOSITION OF COMMITTEES Sl. No. Name of the Committee Name of the Committee members Category (Chairperson//Non /independent/nominee) Non- Chairperson / Membership 1 Committee Shyamalendu Chatterjee Chairman Salil Kumar Gupta Non- Member Sunil Kanoria Vice Chairman - Non- Member Srinivasachari Non- Member Rajagopal 2 Nomination and Remuneration Committee 3 s Relationship Committee Salil Kumar Gupta Non- Chairman Sunil Kanoria Vice Chairman - Non- Member Shyamalendu Non- Member Chatterjee Salil Kumar Gupta Non- Chairman Sunil Kanoria Vice Chairman - Non- Member Hemant Kanoria Chairman & Managing Director Member Note: The Company Secretary of the Company is the Secretary to the above committees.