Outcome of board meeting of SRS Real Infrastructure

Held on 07 July 2014

SRS Real Infrastructure announced that the Board of Directors of the Company at its meeting held on 07 July 2014, has taken the following decisions:-

1. Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement. Dilip Singh has been appointed as an additional (Independent Director of the Company, whose office is not liable to retire by rotation.

2. Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement. Kiran Arora has been appointed as an additional (Independent) Director of the Company, whose office is not liable to retire by rotation.

3. Pursuant to the provisions of Section 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement. Kailash Tayal and Sh. Praveen Sharma have been appointed as Independent Directors of the Company, for five consecutive years from 01 August 2014 upto 31 July 2019, whose offices are not liable to retire by rotation.

4. Praveen Gupta, Mahender Kumar Goyal and Shiv Mohan Gupta, Independent Directors, have resigned from the Directorship of the Company. The Board places on record their appreciation for the services rendered by Praveen Gupta, Mahender Kumar Goyal and Shiv Mohan Gupta during their tenure of Directorship.

5. Jitender Kumar Garg, Managing Director, Shweta Marwah, Company Secretary and Rajesh Singla, Whole-time Director & Chief Financial Officer have been designated as Key Managerial Personnel (KMP) in accordance with Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014.

6. Corporate Social Responsibility Committee has been constituted under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

7. Risk Management Committee has been constituted.

8. Investor's Grievance and Share Transfer Committee has been renamed as 'Stakeholders Relationship Committee' and Remuneration Committee has been renamed as "Nomination & Remuneration Committee' in compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder.

9. The Audit Committee, Stakeholders' Relationship Committee and Nomination &. Remuneration Committees have been reconstituted and their role, powers etc. have been redefined in accordance with the Companies Act, 2013 and the Rules made thereunder.

10. To borrow money in excess of its paid-up capital and free reserves.

11. To contribute to charitable and other funds not related to the business of the Company in accordance with Section 181 of the Companies Act, 2013 and other applicable provisions.

12. The Board also approved and adopted the Notice, Director's Report, Corporate Governance and Management Discussion & Analysis for the year ended 31 March 2014.

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