Corporate Information

Board of Directors

CR Dick

SM Trehan

JG Kulkarni

CR Levick

Carl Sellick

Mukul Srivastava

Graham Briggs

T Sar

Company Secretary

Ulka Kulkarni

Registered Office

6th Floor, CG House

Dr. Annie Besant Road

Worli

Mumbai 400030

Auditors

Sharp & Tannan

Bankers

GREEN INFRA WIND FARM

ASSETS LIMITED

4TH ANNUAL REPORT

2014-2015

CIN: U40102DL2011PLC225066

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Nomination & Remuneration Policy

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 and rules made thereunder, as amended from time to time. This policy of nomination and remuneration of Directors, Key Managerial Personnel (“KMP”) and Senior Management has been formulated by the Nomination and Remuneration Committee (“NRC”) and approved by the Board of Directors of the Company (“Board”).

Objectives

The objective of the Policy is:

1. to guide the Board in relation to appointment and removal of Directors, KMP andemployees of Senior Management of the Company.

2. to evaluate the performance of the members of the Board and provide necessary report tothe Board for further evaluation.

3. to formulate criteria for determining qualifications, competencies, positive attributes andindependence for the appointment of a Directors, KMP and employees of SeniorManagement of the Company.

4. to ensure the level and composition of remuneration is reasonable and sufficient to attract,retain and motivate directors of the quality required to run the Company successfully.

5. to ensure relationship of remuneration to performance is clear and meets appropriateperformance benchmarks.

6. to ensure remuneration to Directors, KMP and employees of Senior Management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

Definitions

All terms and words used in this policy shall have the meaning as ascribed to them under the Companies Act, 2013 and rules made thereunder (“the Act”), as amended from time to time, except as specifically provided under the policy.

Appointment of Director(s), KMPs and Employees of Senior Management

1. The Committee shall identify that the person proposed to be appointed as Director, KMP orat Senior Management possesses sufficient qualification, expertise and experience inrenewable and other related sectors and recommend their appointment to the Board.

2. The Committee shall decide whether the appointee Director, KMP or a person to beappointed at Senior Level Management possesses relevant qualification, experience andexpertise for the incumbent position.

3. The Company shall not appoint or continue the employment of any Managing Director orWhole-time Director or Manager who has attained the age of 70 years, otherwise than inaccordance with the provisions of the Act.

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4. A Whole-time KMP shall not hold office in one or more companies except in its subsidiary atany point of time.

5. The Company shall not appoint any Managing Director or Whole-time Director or Managerfor a term exceeding five years at a time. No re-appointment shall be made earlier than oneyear before the expiry of the term.

Manner of Appointment of Independent Directors

1. The Company shall appoint at least two or more Independent Directors.

2. The Committee while selecting Independent Directors, shall ensure that there isappropriate balance of skills, experience and knowledge in the Board so as to enable theBoard to discharge its functions and duties effectively.

3. An Independent Director shall hold office for a period of up to five consecutive years on theBoard of the Company and will be eligible for re-appointment on passing special resolutionby the Company.

4. The Company shall not appoint an Independent Director for more than two consecutiveterms.

5. The appointment of Independent Director of the Company shall be approved at the meetingof the shareholders.

6. The explanatory statement attached to the notice of the Meeting for approving theappointment of Independent Director shall include a statement that in the opinion of theBoard, the Independent Director proposed to be appointed fulfils the conditions specified inthe Act and the rules made thereunder and that the proposed director is independent of themanagement.

7. The terms and conditions of appointment of Independent Directors shall be open forinspection at the registered office of the company by any member during normal businesshours and shall also be posted on the company’s website, if any.

Remuneration

1. The Remuneration payable to Director(s), KMPs and Senior Employees shall be as perIndustry standards and in line with Group Compensation Policy with a fair mix of fixed andvariable components.

2. The Remuneration payable to Independent Directors shall be as decided by the respectiveBoard of Directors in line with Group Policy and as per extant laws.

3. The Independent Directors shall be paid a sitting fees as decided by the Board of Directorsof the Company and the Board shall have the right to revise the sitting fees for attendingeach meeting of the Board and its Committees from time to time.

Removal of Director(s), KMPs and Employees of Senior Management

Due to reasons of any disqualification mentioned in the Act or under any other applicable Act, rules and regulations, the NRC may recommend to the Board, with reasons recorded in writing,

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removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Act, rules and regulations.

Retirement of Director(s), KMPs and Employees of Senior Management

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing HR policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company, subject to compliance of applicable laws.

Policy Review

The Board reserves the right to amend the aforementioned policy upon recommendation of the NRC from time to time.

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ROUTE MAP FOR VENUE

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CHIRAG DELHI

CROSSING

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