Schedule - VII - Governance Norms - Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

1 [ SCHEDULE VII: GOVERNANCE NORMS PART A: MINIMUM INFORMATION TO BE PLACED BEFORE BOARD OF DIRECTORS OF THE INVESTMENT MANAGER [See Regulation 26H (4) ] The following minimum information to be placed before Board of Directors of the investment manager: (a) Annual operating plans and budgets and any updates. (b) Capital budgets and any updates. (c) Quarterly results for the investment manager and its operating divisions or business segments. (d) Minutes of meetings of audit committee and other committees of the Board of Directors. (e) The information on recruitment and remuneration of senior officers just below the level of Board of Directors, including appointment or removal of Chief Financial Officer and the Compliance Officer. (f) Show cause, demand, prosecution notices and penalty notices, which are materially important. (g) Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems. (h) Any material default in financial obligations to and by the InvIT, HoldCo. and/or SPV. (i) Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the investment manager or taken an adverse view regarding another enterprise that may have negative implications on the investment manager. (j) Details of any joint venture or collaboration agreement. (k) Significant labour problems and their proposed solutions, any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc. (l) Sale of investments, HoldCo. and/or SPV, assets which are material in nature and not in normal course of business. (m) Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material. (n) Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc. (o) Reports of tabletop exercises or workshops for identifying risks and vulnerabilities, and specifying risk mitigations and processes for addressing vulnerabilities. PART B: COMPLIANCE CERTIFICATE [ See Regulation 26H (5)] The following compliance certificate shall be furnished by Chief Executive Officer, Chief Financial Officer and Compliance Officer shall state that: (a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief: (1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (2) these statements together present a true and fair view of the InvIT s affairs and are in compliance with existing accounting standards, applicable laws and regulations. (b) There are, to the best of their knowledge and belief, no transactions entered into by the investment manager on behalf of InvIT during the year which are fraudulent, illegal or violative of the code of conduct. (c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the investment manager pertaining to financial reporting and they have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies. (d) They have indicated to the auditors and the Audit committee (1) significant changes in internal control over financial reporting during the year; (2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (3) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the investment manager s internal control system over financial reporting of InvIT. ] *************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/122 dated 14-02-2023