ENVIRONMENT, HEALTH, SAFETY AND SOCIAL POLICY

ENVIRONMENT, HEALTH, SAFETY AND SOCIAL POLICY

Preamble

The purpose of this Environment, Health, Safety and Social Policy (“EHSS Policy”) is to clarify the manner in which operations of the Trust shall be conducted, in relation to environmental, health, safety and social issues.

This is the EHSS Policy of the Investment Manager to be complied with, and implemented by the Investment Manager, on its own behalf and on behalf of the Trust, only in relation to the performance of its duties with respect to The Trust. For the avoidance of doubt, it is hereby clarified that this EHSS Policy shall not be applicable in relation to the Other Business of the Investment Manager.

Definitions

“Action Plan” means the plan or plans agreed upon between the MBFS Unitholders and Investment Manager, on behalf of the Trust, as set out at Schedule 1 (Action Plan) and includes plans developed and those to be developed in future, as amended from time to time, based on the ESDD of each Project Entity acquired and to be acquired by the Investment Manager, on behalf of the Trust as also plans to be developed based on the findings of annual EHSS Audit of the Trust’s Operations, setting out the specific social and environmental measures to be undertaken by the Trust, to enable the Trust’s Operations to be undertaken in compliance with the Performance Standards; and defining actions, responsibilities, budgets, deliverables/compliance indicators and a timeframe for the measures required to remedy the known non-compliances with the Environmental and Social Requirements in the Operations of the Trust.

“Applicable S&E Law” means all applicable statutes, laws, ordinances, rules and regulations, treaties, directives, directions, by-laws, of the Country, including without limitation, guidance notes, orders, notices, demands, decisions of the courts or any governmental authority or agency or any governmental authority or agency or any regulatory body or any other body whatsoever, in the Country relating to any matters pertaining to the environment and natural resource management applicable to the Trust and matters concerning (i) labour, (ii) social security, (iii) the regulation of industrial relations (between government, employers and employees), (iv) the protection of occupational and public health and safety, (v) the regulation of public participation, (vi) the protection and regulation of ownership of land rights (both formal and traditional), immovable goods and intellectual and cultural property rights, (vii) the protection and empowerment of indigenous peoples or ethnic groups, (viii) the protection, restoration and promotion of cultural heritage, (ix) all other laws, rules and regulations providing for the protection of employees and citizens binding upon the Trust in the Country, of and all Authorizations setting standards concerning environmental, social, labor, health and safety or security risks of the type contemplated under the Performance Standards and S&E Requirements or this EHSS Policy or imposing liability for the breach thereof.

“Applicable World Bank Group EHS Guidelines” means the WBG General EHS Guidelines, 2007 and WBG EHS Guidelines for Toll Roads, 2007.

“Authority” means any national, supranational, regional or local government or statutory, regulatory, governmental, administrative, fiscal or government-owned body, department, commission, authority, agency or entity, or central bank (or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank) or any court, tribunal, judicial or arbitral body.

“Authorization” means any consent, registration, filing, notification, reporting, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Authority, including any environmental and social permit, license, consent, approval or other authorization required by the Investment Manager, acting on its own and on behalf of the Trust, whether given by express action or deemed to be given by failure to act within any specified time period and all corporate, creditors’, trustee’s, unitholders’, shareholders’ approvals or consents, in relation to the foregoing.

“Basic Terms and Conditions of Employment” means the requirements as applicable to the Trust’s Operations on wage, working hours, labour contracts and occupational health and safety issues, stemming from ILO conventions 26 and 131 (on remuneration), 1 (on working hours) and 155 (on health & safety).

“CAO” means the Compliance Advisor Ombudsman, the independent accountability mechanism or such other person as may be specified by any of the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation) that impartially responds to environmental and social concerns of affected communities and aims to enhance outcomes.

“CAO’s Role” means the role of the CAO which is:

to respond to complaints by Persons who have been or are likely to be directly affected by the social or environmental impacts of the projects of the Trust; and
to oversee audits of the social and environmental performance of the MBFS Unitholders and the lenders of the Trust (until such lender is the International Finance Corporation), particularly in relation to sensitive projects, and to ensure compliance with the social and environmental policies, guidelines, procedures and systems of the MBFS Unitholders and the lenders of the Trust (until such lender is the International Finance Corporation).
- “Country” means the Republic of India.
- “E&S Consultant” means any of the firms mentioned at Schedule 4 (Details of E&S Consultants) or such other firms, and demonstrating appropriate qualification and familiarity with Performance Standards, acceptable to the MBFS Unitholders and lenders to the Trust (until such lender is the International Finance Corporation) and appointed by the Trust, with the prior approval of, and on such terms of reference as agreed upon by, the MBFS Unitholders and the lenders of the Trust (until such lender is the International Finance Corporation), in accordance with the timeframes set out in the Action Plan to: (i) carry out annual EHSS Compliance Audit of the Trust to assess the SEMS and Action Plan implementation; and (ii) to undertake environmental and social impact assessment and to prepare the required corresponding management plan(s), provided that the costs of such appointment will be borne in full by the Trust.

“EHSS Compliance Audit” means the audit of the Investment Manager to be undertaken internally semi-annually and annually by the E&S Consultant and includes supervision visits from time to time by the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation), their staff, agents or the MBFS Unitholders’ and such lenders to the Trust’s representatives.

“Environmental and Social Claim” means with respect to the Investment Manager, on behalf of the Trust, any administrative, regulatory, or judicial action, any investigation or any written notice, claim, suit, lien, judgment, proceeding or demand by any Authority or other Person, in respect of Applicable S&E Law, or an environmental and social agreement between the Investment Manager, on behalf of the Trust and another Person, in relation to the activities undertaken in relation to the Trust, which alleges circumstances which (if established) would constitute an Environmental and Social Non-Compliance. For the avoidance of doubt, the foregoing includes the Trust’s liability for, or any judgment or order in favour of any Person for costs of investigation, clean-up costs, consultants’ fees, governmental response costs, damage to natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or other property, including costs of land acquisition, income restoration, and resettlement components for Persons affected by the Trust’s Operations, personal injuries, fines or penalties or any other damages in connection with (i) the presence or release of any hazardous substance at any location, whether or not owned by such Person; or (ii) circumstances forming the basis of any violation, or alleged violation, of any Applicable S&E Law or any Authorization pursuant to any Applicable S&E Law.

“Environmental and Social Due Diligence” or “ESDD” means third party due diligence of Project Entity to be acquired by the Trust, as per terms of reference pre-agreed with the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation) and to be undertaken prior to the acquisition proposal’s consideration by the Trust and in accordance with the requirements and selection criteria specified in Schedule 3 (Selection Criteria – ESDD Approach).

“Environmental and Social Due Diligence Consultant” or “ESDD Consultant” means a third party, acceptable to the MBFS Unitholders, to be appointed by the Investment Manager, on behalf of the Trust for undertaking the ESDD of each Project Entity prior to its consideration for acquisition by the Investment Manager, on behalf of the Trust.

“E&S Advisor” means any person or firm acceptable to MBFS Unitholders, from time to time appointed by the Trust as may be required pursuant to Schedule 4 (Details of E&S Consultants) to act as the environmental, health and safety and social advisor for the Project Entities, on terms of reference to be agreed with the MBFS Unitholders.

“Environmental and Social Non-Compliance” means any failure to comply with, or any action or omission which is inconsistent with any of the S&E Requirements (including without limitation a failure by the Investment Manager to comply with the S&E Requirements and the Action Plan).

“Environment and Social Review Summary” or “ESRS” means document to be publicly disclosed by MBFS Unitholders and/or the lenders to the Trust (until such lender is the International Finance Corporation), in particular, the sections analyzing the environmental and social aspects of the Trust, describing the main environmental and social risks and impacts, key mitigation measures and specifying actions needed to be undertaken by the Investment Manager, on behalf of the Trust in a manner consistent with the Performance Standards and included in the Action Plan.

“Environmental Manager” means the senior level, suitably qualified, full time specialist employed by the Investment Manager having management responsibility for ensuring proper operation and maintenance of the environmental aspects of the SEMS of the Trust including oversight of the ongoing implementation of the SEMS of each Project Entity.

“IFC” means International Finance Corporation, an international organization established by Articles of Agreement among its member countries including the Country.

“KMT” means the key managerial personnel of the Investment Manager as may be appointed from time to time, which shall include the chief executive officer, the chief operating officer, the chief financial officer and the compliance officer, as and when appointed.

“LEP” means Livelihood Enhancement Plan.

“MBFS Unitholders” means multilateral or bilateral development financial institutions or foreign government agencies or sovereign or sovereign related investors, if such entities, directly or indirectly, subscribe to and hold Units of the Trust issued pursuant to (i) the Initial Offer; or (ii) any subsequent primary issuance of Units as per Applicable Law, provided that, at the time of such subsequent primary issuance, the relevant entity continues to hold Unit(s) of the Trust issued to such entity pursuant to the Initial Offer.

“Operations” means the existing and future operations, activities and facilities of the Trust and the Investment Manager, in relation to the activities undertaken in respect of the Trust and includes the design, construction, operations, maintenance, management and monitoring thereof as applicable) in India.

“Performance Standards” means IFC’s Performance Standards on Social & Environmental Sustainability, dated January 1, 2012, (including the technical reference documents known as WBG’s Environmental, Health, and Safety General Guidelines and WBG’s Environmental, Health, and Safety Sector Guidelines), copies of which have been delivered to and receipt of which has been acknowledged by the Investment Manager, acting on behalf of the Trust pursuant to the letter dated May 16, 2018. For details, please see the link http://www.ifc.org/wps/wcm/connect/Topics_Ext_Content/IFC_External_Corporate_Site/IFC+Sustainability/Sustainability+Framework/Sustainability+Framework+-+2012/#PerformanceStandards.

“Person” means any natural person, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organization, Authority or any other entity whether acting in an individual, fiduciary or other capacity.

“Project Entity” shall have the meaning ascribed to such term in the Trust Deed.

“Project Manager” shall have the meaning ascribed to such term in the Trust Deed.

“SEMS” means the social and environment management system to be developed by the Investment Manager, on behalf of the Trust in accordance with the terms of reference agreed with the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation), encompassing the Operations of the Trust and including the Selection Criteria and as implemented or in effect from time to time, enabling it to identify, assess and manage the environmental and social risks in respect of the Operations, sites and equipment of the Trust and the Investment Manager, in relation to the activities undertaken by it in relation to the Trust and the Project Entities an ongoing basis in accordance with the S&E Requirements and including the environmental and social requirements specified in Schedule 3 (Selection Criteria – ESDD Approach).

“S&E Performance Report” means the annual environmental and social performance report substantially in the form attached as Schedule 2 (Format of S&E Performance Report) evaluating the social and environmental performance of the Investment Manager, on behalf of the Trust describing in reasonable detail: (i) implementation and operation of the SEMS; (ii) the environmental and social performance of the Investment Manager, on behalf of the Trust; and (iii) summarizing the findings of the bi-annual internal and annual third-party audit and corrective actions taken.

“S&E Requirements” means the social and environmental obligations to be undertaken by the Investment Manager, on behalf of the Trust, in respect of the Roads and Related Infrastructure projects owned by the Trust, to ensure compliance with: (a) Action Plan; (b) activities specified under the Exclusions List; (c) Applicable S&E Laws; (d) the Performance Standards; (e) Basic Terms and Conditions of Employment; (f) Authorization; (g) Selection Criteria; (h) ESRS; (i) WBG General EHS Guidelines, 2007; (j) the WBG EHS Guidelines for Toll Roads, 2007; (k) Schedule 5 (Investment Eligibility Criteria); and (l) any other requirements established by the SEMS.

“Selection Criteria” means the requirements set out in Schedule 3 (Selection Criteria – ESDD Approach).

“Social Manager” means the senior level, suitably qualified, full time specialist appointed by the Investment Manager having management responsibility for ensuring proper operation and maintenance of the social aspects of SEMS of the Project Entity including oversight of the ongoing implementation of the SEMS of each Project Entity;

“Road(s)” means the operational roads in India.

“Related Infrastructure” means parking, warehousing, logistics facilities, state border check-post facilities, rest areas along highways, urban transportation infrastructure such as bus terminals, railway stations, electronic tolling systems and facilities, urban transport projects, and other similar businesses related to the operations of roads, highways and other transport infrastructure projects in India.

“WBG General EHS Guidelines, 2007” means the World Bank Group Environmental, Health and Safety General Guidelines dated April 30, 2007, copies of which have been delivered to, and receipt of which has been acknowledged by the Investment Manager, acting on behalf of the Trust pursuant to the letter dated May 16, 2018.

“WBG EHS Guidelines for Toll Roads, 2007” means the World Bank Group Environmental, Health Safety Guidelines for Toll Roads dated April 30, 2007, copies of which have been delivered to, and receipt of which has been acknowledged by the Investment Manager, acting on behalf of the Trust pursuant to the letter dated May 16, 2018.

“World Bank” means the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries.

Interpretations

All terms defined herein shall have the meaning ascribed to such terms under this EHSS Policy, and shall not have the meaning ascribed to such terms under other InvIT Documents.

All terms used but not defined herein shall have the meaning ascribed to such terms under the Trust Deed and other InvIT Documents, as applicable.

References in this EHSS Policy to a specific gender shall be equally applicable to any gender.

Any path or the link in relation to this EHSS Policy, may itself undergo change from time to time, however, the relevant party shall be required to comply with such requirement on a continuous basis.

Reporting Requirements and Covenants

The Investment Manager acting on behalf of the Trust shall ensure the following, in accordance with the manner prescribed under the DI Policy:

all reports prepared, in accordance with this Policy shall be prepared in the English language;

within thirty (30) days after the end of each half yearly period of a Financial Year, deliver to the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation), the corresponding S&E Performance Report in the form attached as Schedule 2 (S&E Performance Report) hereto confirming compliance with the Action Plan, the S&E Requirements, the social and environmental covenants set forth in this EHSS Policy ,and including such information as the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation) shall reasonably require in order to measure the ongoing development results of the investment by the MBFS Unitholders and loans from the lenders to the Trust in the Trust (until such lender is the International Finance Corporation), (, which information the MBFS Unitholders may hold and use in accordance with the Access to Information Policy, dated January 1, 2012, which is available at http://ifcnet.ifc.org/intranet/ifcpolproc.nsf/AttachmentsByTitle/700101IFCPolicyDisclosureInformation_Effective+Jan+1+2012/$FILE/700101IFCPolicyDisclosureInformation.pdf);

within ninety (90) days after the end of each fiscal year, deliver to the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation), the corresponding S&E Performance Report in the form attached as Schedule 2 (S&E Performance Report);

promptly, after becoming available, deliver to the MBFS Unitholders, the EHSS Compliance Audit report;

promptly, after becoming available, provide to the MBFS Unitholders, the ESDD Report of each Project Entity proposed to be acquired, at least 21 working days prior to the approval of the Unitholders’ for the proposed acquisition by the Trust;

promptly, but in any event within five (5) days of occurrence, notify the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation) of any social, labor, health and safety, security or environmental incident, accident, or circumstances (including, without limitation, any explosion, spill, workplace or road accident which results in death, serious or multiple injuries (if the Investment Manager, acting on behalf of the Trust or the Project Entities or workers, contractors or workers (including contract workers) of the Investment Manager, acting on behalf of the Trust or the Project Entities are either the victim(s) of the accident or are responsible for causing such accidents) or material environmental contamination, any violent labour unrest or dispute with local communities) occurring on or nearby any Operations, sites and equipment of the Trust that (i) has, or which could reasonably be expected to have, any material adverse social and/or environmental impact or any material adverse impact on the Operations, sites and equipment of the Trust in complying with the Performance Standards, or (ii) involves or causes, or is reasonably likely to involve or cause, any material breach of the S&E Requirements, specifying in each case the nature of the incident, accident, or circumstance and the impact or effect arising or likely to arise therefrom (including the impact or effect arising or likely to arise on the business of the Trust, or a material negative impact on the environment, the health, safety and security situation, or the social and cultural context), and the measures the Trust is taking or plans to take to address them and to prevent any future similar event; and keep the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation) informed of the on-going implementation of those measures. The Investment Manager, acting on behalf of the Trust shall set up adequate systems and processes to monitor and notify the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation), of the events described in this section;

inform the MBFS Unitholders, in writing, as soon as reasonably practicable and in any event, within five (5) working days, upon becoming aware of (i) any Environmental and Social Claim being initiated against the Investment Manager, on behalf of the Trust and (ii) any facts or circumstances which will or are reasonably likely to result in any Environmental and Social Claim being initiated or threatened against the Investment Manager, on behalf of the Trust; provided that within 10 (ten) Business Days of any notification pursuant to this paragraph or any paragraph specified above, the Investment Manager, on behalf of the Trust shall send a notice to the MBFS Unitholders specifying the measures the Investment Manager, on behalf of the Trust is taking, to address the occurrences and to prevent any future similar events, and shall keep the MBFS Unitholders informed of the on-going implementation of those measures;

provide the MBFS Unitholders, within 10 (ten) days or such other time as may be mutually agreed, of a request by the MBFS Unitholder and/or the lenders of the Trust (until such lender is the International Finance Corporation), such information as is reasonably requested by that the MBFS Unitholder to confirm that the Trust is in compliance with SEMS;

any additional environmental and social information and reports requested by the MBFS Unitholders, including any reports prepared in accordance with this EHSS Policy and subject to the DI Policy and the UPSI Policy, is promptly provided to the MBFS Unitholder or within such other time as may be mutually agreed. All such reports provided to the MBFS Unitholders may be disclosed by such MBFS Unitholders on their respective websites and shall be disclosed by the Trust on its website, at the request of the MBFS Unitholders;

in the event any report is not provided by the Trust, in particular, the S&E Performance Report, the EHSS Compliance Audit and the ESDD Report required pursuant to this paragraph, the Trust and the MBFS Unitholders agree that within 20 (twenty) days of the MBFS Unitholders providing notice to the Trust, or the Trust becoming aware of the failure to take any measures to make available such reports, the S&E Performance Report, the EHSS Compliance Audit and the ESDD Report may, at the option of the MBFS Unitholders, be issued by an external environmental and social advisor or any of the MBFS Unitholder’s internal environmental and social department. In such an event, the Trust shall reimburse MBFS Unitholders for any costs incurred in connection with this paragraph.

Conditions for first disbursement of a loan by the lenders to the Trust (until such lender is the International Finance Corporation)

The Investment Manager, on behalf of the Trust shall ensure compliance of the following conditions prior to the first disbursement of a loan by the lenders to the Trust (until such lender is the International Finance Corporation):

the Trust, the Investment Manager, the Project Manager and each Project Entity is in the process of implementing the SEMS, in accordance with the Action Plan, acceptable to the lenders of the Trust (until such lender is the International Finance Corporation);

the Trust has created EHSS capacity as defined in the Action Plan in relation to itself, the Projects and the Trust Assets; and

all items in the Action Plan which are required to be fulfilled as conditions precedent to the first disbursement have been fulfilled to the satisfaction of the lenders of the Trust (until such lender is the International Finance Corporation).

Conditions for all disbursements of a loan by the lenders of the Trust (until such lender is the International Finance Corporation)

The Investment Manager, on behalf of the Trust shall ensure compliance of the following conditions prior to each disbursement of a loan by the lenders to the Trust (until such lender is the International Finance Corporation):

the Trust, the Investment Manager, the Project Manager and each Project Entity completed implementation of actions defined in the Action Plan which are required to be completed prior to the relevant disbursement and as per the timeline proposed in the Action Plan;

the Trust, the Investment Manager, the Project Manager and each Project Entity has obtained or shall obtain all environmental and social Authorizations required in connection with the construction and operation of the relevant project and is in compliance or shall ensure compliance with all environment and social covenants in this EHSS Policy, within the time specified under Applicable S&E Law or the Performance Standards, as the case may be; and

the Trust, the Investment Manager, the Project Manager and each Project Entity are in compliance with the requirements of this EHSS Policy.

Affirmative Environmental and Social Covenants.

The Investment Manager, on behalf of the Trust shall ensure that the Trust shall, and the Investment Manager, in relation to the activities undertaken by it in respect of the Trust, shall:

implement the Action Plan;

provide the employees, the E&S Advisors or any authorized representatives of the MBFS Unitholders and the EHSS Consultant, free access at all reasonable times, upon reasonable notice, to carry out environmental and/or social monitoring and verification, by (i) to inspect or examine the premises, information or properties of the Trust, the Investment Manager, the Project Entities (including the premises and/or properties of the Project Manager and/or the MM Manger, if such premises and/or properties are the site offices of such Project Entities)), by giving 24 (twenty four) hours prior written notice to the Trustee or the Investment Manager, as the case may be; (ii) to require discovery of any information with respect to the activities of the Trust as undertaken by the Investment Manager, the Project Entities, the Project Manager, the MM Manager or any matter which may be related to the conduct of the activities or business of the Trust and which information may, in the opinion of the Unitholder, adversely affects the interest of the Unitholder; and (iii) to inspect or examine the premises, information or properties of the Sponsor(s) only in the event that the premises of the Sponsor(s) are the site offices of the Project Entities.

Continuous Compliance:

ensure the continuing implementation, maintenance, operation and improvement of the SEMS, to assess, manage and improve the social and environmental performance of the Trust, in accordance with the S&E Requirements;

ensure that an Environmental Manager and a Social Manager are appointed, and maintained at all times, by the Investment Manager, to be shared with the Project Manager, as may be required, provided that any change, removal or appointment of an Environmental Manager and a Social Manager of the Investment Manager, as the case may be, is approved by the MBFS Unitholders;

ensure that sufficient EHSS Specialists are appointed, and maintained at all times, to be shared amongst the Project Entities, as may be required;

ensure that the Investment Manager undergoes the EHSS Compliance Audit, and implements such corrective Action Plan (and the ensuing recommendations therein) on the basis of the EHSS Compliance Audit;

ensure implementation of the mitigation measures and management plans including those detailed in the ESRS, ESDD and Action Plan within the timelines mentioned therein;

periodically review the form of the S&E Performance Report and advise the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation) as to whether revision of the form is necessary or appropriate in light of changes to the Trust’s business or Operations, sites and equipment, or in light of the environment or social risks identified by the S&E Management System and revise the form of the S&E Performance Report, if applicable, with the prior written consent of the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation);

undertake the Trust’s Operations, sites and equipment are operated and maintained in compliance with the SEMS and the S&E Requirements and in a safe, efficient and business-like manner;

ensure than the Investment Manager maintains an appropriate environmental and social organization as defined in the ESRS and Action Plan at all times;

ensure that, upon a request by any of the MBFS Unitholders from time to time, an E&S Advisor is appointed to act as the environmental, health and safety and social advisor for a Project Entity, on the terms of reference to be agreed with the MBFS Unitholders to: (i) undertake audit on a quarterly basis or with a periodicity to be agreed with the MBFS Unitholders and defined in the terms of reference of the E&S Advisor; (ii) monitor implementation of corrective actions based on the findings of such audit; and (iii) within 30 days of completion of an audit, report to the MBFS Unitholders, the findings of the audit and the progress in implementation of the corrective actions; and

ensure that the MBFS Unitholders, the lenders to the Trust (until such lender is the International Finance Corporation) or such other entity having the right to appoint such members (or their respective representatives) have the right to (i) inspect or examine the premises, information or properties of the Investment Manager, by giving 24 (twenty four) hours prior written notice to the Trustee or the Investment Manager, as the case may be to; and (ii) to require discovery of any information with respect to the activities of the Trust as undertaken by the Project Entities any matter which may be related to the conduct of the activities or business of the Trust and which information may, in the opinion of the Unitholder, adversely affects the interest of the Unitholder, to (a) monitor the Trust’s compliance with the InvIT Documents, including as required under this EHSS Policy, or (ii) assess the legal or reputational risk posed to the Trust or its investors by any incident, accident or circumstance.

ensure that it promptly notifies the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation), upon receipt of any report prepared by, or information provided by the Project Manager, the MM Manager or the Project Entities, in accordance with the EHSS Policy adopted by each of the Project Manager, the MM Manager and the Project Entities, respectively or becoming aware of any activities undertaken or information provided by the Project Manager, the MM Manager or the Project Entities, which is in a breach of, or which could reasonably be expected to result in breach of the EHSS Policy adopted by each of the Project Manager, the MM Manager and the Project Entities, respectively.

Acquisitions:

ensure that upon the request of any of the MBFS Unitholders, prior to the acquisition of the Project Entity by the Trust, the Trust shall: (i) arrange site visits, meetings with the relevant staff from the Project Entity proposed to be acquired and other key stakeholders, and (ii) enable the staff and any authorized representatives of the MBFS Unitholders to participate together with the ESDD Consultant in the ESDD process to engage in discussions or request for any information;

ensure that, any decision in relation to the proposed acquisition of the Project Entity is taken with the consent of the MBFS Unitholders;

ensure that, where the ESDD findings in relation to the Project Entity proposed to be acquired by the Trust recommend appointment of an E&S Advisor, the Trust shall: (i) facilitate quarterly audits of the implementation of the Project Entity’s action plan, in accordance with scope of work for the E&S Advisor to be agreed upon, with the MBFS Unitholders; (ii) implement corrective measures based on the E&S Advisor’s audit findings and as per the corrective action plan to be agreed upon after each such audit; and (iii) if the E&S Advisor resigns, or its appointment otherwise ceases or is terminated, appoint a new E&S advisor or consultant acceptable to the MBFS Unitholders to perform such role;

ensure that ESDD of the Project Entity is conducted by the ESDD Consultant on such terms of reference, as may be acceptable to the MBFS Unitholders, and that the report prepared by the ESDD Consultant in relation to the Project Entity proposed to be acquired (prior to its proposed acquisition), is provided to the MBFS Unitholders and the Trust at least 21 working days in advance, of the meeting of the Unitholders to consider the acquisition of such Project Entity and seek inputs on the ESDD report, from the MBFS Unitholder, prior to consideration by the Trust; and

ensure that, based on the report prepared by the ESDD Consultant on the Project Entity proposed to be acquired by the Trust, (i) an action plan is prepared, based on the observations in the report prepared by the ESDD Consultant; and (ii) the action plan is implemented by the Project Entity proposed to be acquired, either before or after the acquisition, as may be agreed between the Trust and the Sponsor.
require the removal of the Investment Manager, in the event of any breach or non-compliance with the Action Plan, the E&S Requirements, and/or this EHSS Policy, which are not capable of being remedied within a reasonable period of time, in any event not exceeding 90 (ninety) days, unless a longer remedial period has been agreed upon, in writing, by the MBFS Unitholders.
- The Trust shall ensure, and shall cause the Investment Manager to ensure that the Investment Manager:

complies with the Applicable S&E Laws and Performance Standards in its operations;
develops and implements an SEMS, acceptable to the MBFS Unitholders, that will ensure compliance with the Performance Standards, as per the pre-agreed terms of reference and through a pre-agreed consultants;
takes investment decisions in accordance with Schedule 5 (Investment Eligibility Criteria), Selection Criteria and the screening procedure and decision tree included in Schedule 3, which will be part of the SEMS of the Investment Manager;
maintains an appropriate E&S organization, which will be at least one Environmental Manager and one Social Manager;
conducts ESDD, on such terms of reference as may be agreed upon by the MBFS Unitholders by empaneled consulting firms mentioned at Schedule 4 (Details of E&S Consultants) or such other firms as may be decided by the MBFS Unitholders, prior to the consideration of such Project Entity for acquisition;
undergoes EHSS Compliance Audit on such terms of reference as may be agreed upon by the MBFS Unitholders, by empaneled consulting firms mentioned at Schedule 4 (Details of E&S Consultants) or such other firms, as may be acceptable to the MBFS Unitholders;
implements the corrective Action Plan (including the recommendations therein) based on the EHSS Compliance Audit within the time period, agreed by the MBFS Unitholders and submits the findings of the EHSS Compliance Audit and action taken report to the MBFS Unitholders;
discloses the summary of bi-annual audit and action taken report of the Investment Manager and the Project Entities on the websites of the Trust and the Investment Manager; and
discloses brief details of the Project Entity proposed to be acquired and summary of the ESDD findings upon conclusion of the acquisition of the Project Entity through the websites of the Trust and the Investment Manager.
- The Investment Manager shall ensure, and shall cause the Project Manager to ensure, in accordance with the EHSS Policy of the Project Manager, that the Project Manager:

complies with the Applicable S&E Laws and Performance Standards in its operations;
develops and implements an SEMS, acceptable to the MBFS Unitholders, that will ensure compliance with the Performance Standards as per pre-agreed terms of reference and through a pre agreed consultant;
maintains an appropriate E&S organization, which will be at least one Environmental Manager and one Social Manager;
implements the Action Plan, based on ESDD;
undergoes EHSS Compliance Audit, on such terms of reference as may be agreed upon by the MBFS Unitholders, and by empaneled consulting firms as decided by the MBFS Unitholders;
implements the Action Plan based on such bi-annual third party audit;
submits the findings of the EHSS Compliance Audit and action taken report to the Investment Manager and the Investment Manager, shall subsequently, submit the findings of such EHSS Compliance Audit and action taken report to, the MBFS Unitholders;
submit status of implementation of Action Plan, specific to each of the Project Entities proposed to be acquired to the Investment Manager, on behalf of the Trust;
discloses the summary of EHSS Compliance Audit and action taken report on the websites of the Trust or the Investment Manager, as the case may be; and
at least annually disclose the status of implementation of Action Plan for each of the Project Entities on the website of the Trust and the Investment Manager;

Negative Covenants

The Investment Manager, on behalf of the Trust shall ensure that the Trust does not amend this EHSS Policy, or the Action Plan or amend or waive the application of, or otherwise materially restrict the scope or effect of, the SEMS (including the S&E Requirements), Schedule 5 (Investment Eligibility Criteria), audit requirements and selection criterial for any acquisition without the prior written consent of the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation).

The Investment Manager, on behalf of the Trust shall ensure that the Trust does not undertake any activity specified under the Exclusions List.

The Investment Manager, on behalf of the Trust shall ensure that the Trust does not undertake any Investment, which is not in accordance with Schedule 5 (Investment Eligibility Criteria) and Selection Criteria.

Other Affirmative Covenants

The Investment Manager, on behalf of the Trust shall:

undertake its business, activities and investments, in compliance with Applicable S&E Laws; and

adopt and maintain a policy, in form and substance satisfactory to the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation), designed to maximize its ownership of intellectual property developed or acquired in the course of its operations, which policy shall require the Trustto: (i) cause all material technological developments, inventions, discoveries or improvements (in each case, whether patentable or unpatentable) by the Investment Manager, on behalf of the Trust ’s or any of its officers or employees to be documented in accordance with the appropriate professional standards; and (ii) cause all officers and employees, and to the extent practicable, consultants of the Investment Manager, on behalf of the Trust, to enter into non-disclosure and proprietary rights agreements in customary form, approved by the Trust.

Exclusions List

The Investment Manager, on behalf of the Trust shall not finance and the Investment Manager, on behalf of the Trust shall not engage, directly or indirectly, in any business related to the following activities:

Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements, or subject to international bans, such as pharmaceuticals, pesticides/herbicides, ozone depleting substances, PCBs (Polychlorinated Biphenyls) and other specific hazardous pharmaceuticals, pesticides/ herbicides or chemicals, wildlife or products regulated under the Convention on International Trade in Endangered Species (CITES) of Wild Fauna and Flora.
Production or trade in weapons and munitions or if weapons and munitions form a substantial part of the project’s primary financed business activities. [1]
Production or trade in alcoholic beverages (excluding beer and wine) or if alcoholic beverages (excluding beer and wine) form a substantial part of the project’s primary financed business activities.¹
Production or trade in tobacco or if tobacco form a substantial part of the project’s primary financed business activities.¹
Gambling, casinos and equivalent enterprises or if gambling, casinos and equivalent enterprises form a substantial part of the project’s primary financed business activities.¹
Production or trade in radioactive materials. This does not apply to the purchase of medical equipment, quality control (measurement) equipment and any equipment where any of the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation) consider the radioactive source to be trivial and/or adequately shielded.
Production or trade in unbonded asbestos fibers. This does not apply to purchase and use of bonded asbestos cement sheeting where the asbestos content is less than 20%.
Unsustainable fishing methods (e.g. blast fishing and drift net fishing in the marine environment using nets in excess of 2.5 km in length).
Production or activities involving harmful or exploitative forms of forced labor[2]/harmful child labor.[3]
Cross-border trade in waste and waste products unless compliant to the Basel Convention and the underlying resolutions.
Pornography and/or prostitution.
Destruction[4] of High Conservation Value areas[5].

Racist and/or anti-democratic media.

Event of Default

Environmental and Social Matters:

In the event the Trust is in breach of any of the covenants set out above, in breach of any representation or warranty made by the Trust contained in this EHSS Policy or in material breach of any other provision of this EHSS Policy, which are not capable of being remedied within a reasonable period of time, or if capable of being remedied, remains uncured beyond 90 (ninety) days, or such longer remedial period as has been agreed upon, in writing, by the MBFS Unitholders, such breach shall constitute an ‘Event of Default’.

Miscellaneous

The Investment Manager shall ensure that all its directors, officers, employees or agents, acting on its own behalf or on behalf of the Trust (the “Representatives”) agree to comply with this EHSS Policy under their respective terms of employment or contract/engagement with the Investment Manager and/or as per the instructions/authorization of the Company.

The Investment Manager shall, set up procedures to implement this EHSS Policy in the form of the SEMS or equivalent form approved by the MBFS Unitholders. The Investment Manager shall, as may be necessary and as it may deem appropriate, also develop and disseminate tools or conduct training for Representatives to facilitate the implementation of this EHSS Policy.

The Representatives shall promptly notify the Investment Manager of their concern that there has been a violation of this EHSS Policy, and shall provide reasonable details, as may be requested by the Investment Manager, in relation to such violation.

Any costs arising in relation to the Policies, including but not limited to costs in relation to any consultants, advisors and specialists appointed in accordance with this EHSS Policy, the transactions contemplated under this EHSS Policy, including all external costs connected with the preparation and issuance of the S&E Performance Report, the EHSS Compliance Audit, and any report prepared by the ESDD Consultant and the costs incurred by the MBFS Unitholders in relation the Independent Complaints Mechanism, the Independent Expert Panel’s Role, and the costs incurred by the Trust during the visit by the CAO will be to the account of the Trust and will be not be deducted from the Management Fees of the Investment Manager. Provided that all out-of-pocket expenses incurred by the CAO towards out-of-pocket expenses such as, boarding, lodging and travelling (including flight tickets and visa related expenses etc.) in relation to such visit shall be borne by the CAO itself. Provided further that any costs incurred by the Project Manager in relation to the any consultants, advisors and specialists (including Environmental and Social Manager) appointed by the Project Manager in accordance with this EHSS Policy, shall be reimbursed by the Trust. Such external costs shall be separately borne by the Trust and shall be paid within 15 (fifteen) days of presentation of a bill. For the avoidance of any doubt, it is hereby clarified that the appointment of the members of the KMT and other employees of the Investment Manager, except costs in relation to any consultants, advisors and specialists (including Environmental and Social Manager) appointed pursuant to this EHSS Policy and other Mandatory Policies as set in the Investment Management Agreement shall be borne by the Investment Manager.

In the event all MBFS Unitholders cease to be Unitholders of the Trust, the Investment Manager shall ascertain and make recommendations regarding all matters in respect of amendment, discontinuance, termination of all Mandatory Policies and the Trustee or the Investment Manager (as may be applicable) shall ensure that such matters are passed by way of a Simple Majority, in accordance with the Trust Deed.

SCHEDULE 1

ACTION PLAN

ESAP#	Description	Deliverable	Expected Timeline	Indicative dates
1	Develop an SEMS applicable to the Trust (only relevant to its business with the Trust’s Operations and Project Entities’ operations) and Project Entities in compliance with Performance Standards for asset acquisition and operation and maintenance of assets. The SEMS will specifically include but not limited to: (i) Environment, health, safety and social policy in compliance with Performance Standards; (ii) Eligibility and screening criteria for acquisition of new assets; (iii) Requirement for ESDD prior to acquisition of any asset; (iv) Procedures for development of E&S mitigation measures and management plans in compliance with Performance Standards and relevant WBG EHS Guidelines; (v) Requirement for development of standard operating procedures for managing environment, health, safety and social (EHSS) risks and impacts from remaining construction, and routine and major O&M of each road asset; (vi) Ongoing monitoring, reporting and management review of E&S performance; (vii) EHSS training procedures and calendar; (viii) Procedure for social impact assessment, RAP/livelihood restoration plan preparation and implementation for all assets with residual land acquisition and all future land acquisition, and for handling of encroachment; (ix) Framework for FPIC determination; (x) Biodiversity policy and guidelines of biodiversity assessment and critical habitat screening; (xi) With respect to cultural heritage: (a) identification and details of cultural heritage structures that have been relocated to date; (b) documentation of the process followed for relocation; and (c) a procedure compliant with the Performance Standards, for future relocation of such structures and mitigation of cultural heritage impacts. (xii) Incident and accident handling, recording, reporting, investigation and analysis; (xiii) Appropriate E&S organization, responsibility and resource allocation; (xiv) Requirement for biannual internal and annual external review of the SEMS implementation; (xv)Construction camps and worker’s accommodation guidelines; (xvi) Encroachment prevention and removal policy and procedures; (xvii) Stakeholder engagement and community grievance mechanism; (xviii) Internal reporting to the Investment Manager, on behalf of the Trust; and Contractor management.	Draft SEMS prepared by June 30, 2019 Board approved SEMS	Draft SEMS to be ready: (a) prior to first disbursement of a loan by the lenders to the Trust (until such lender is the International Finance Corporation) or indicative date, or within 1 months of formation of the Trust, whichever is earlier Board Approved SEMS to be ready within 3 months of Trust formation	June 30, 2019 August 31, 2019
2.	All Project Entities will develop and implement SEMS procedures that are aligned with GIIP, including applicable and relevant WBG EHS Guidelines and SEMS of the Trust. The SEMS will specifically cover (but not limited to): emission and energy efficiency norms; recycling and reuse of material in resurfacing; management of emissions and discharges to air, water and soil; fugitive dust suppression; management of hazardous materials and wastes; storm water runoff and drainage management; monitoring of ambient air quality and noise levels, particularly at sensitive receptors; minimization of noise impact on nearby communities; collection, treatment and disposal of wastes and wastewater; collection, segregation and sale of recyclable solid waste; composting of organic waste; hazardous material management; use of pesticides and herbicides; management of pest, weed and right of way maintenance; overall housekeeping; periodic road safety audits; security personnel procedures; Emergency Response Plan & an automated information system like Highway Traffic Management System; and encroachment prevention & removal procedure. The Investment Manager, on behalf of the Trust will contractually require and ensure that its contractors also adhere to the EHSS practices of each Project Entity.	Draft SEMS prepared by June 30, 2019 Board approved SEMS	Draft SEMS developed prior to first disbursement of a loan by the lenders to the Trust (until such lender is the International Finance Corporation) or indicative date, or within 1 month of the asset/each Project Entity’s transfer to the Trust, whichever is earlier. Board Approved SEMS to be available within 3 months of each Project Entity’s transfer to the Trust.	June 30, 2019 August 31, 2019
3.	Create EHSS capacity as under: (i) Investment Manager and Project Manager to employ one fulltime senior level environmental specialist and one senior level social specialist; (ii) For oversight and management of EHSS issues at each Project Entity level, employ sufficient number of qualified EHSS specialist in consultation with MBSS unit holders who will be shared resources for the project entities ; and For Etawah- Chakeri (Kanpur) Highway Private Limited, hire a qualified social specialist.	Appointment letters as per terms of reference approved by IFC	Prior to first disbursement of a loan by the lenders to the Trust (until such lender is the International Finance Corporation) or indicative date, or within 2 month of Trust formation whichever is earlier	July 31, 2019
4.	The Investment Manager, on behalf of the Trust to ensure that Project Manager implements E&S corrective action plan for each road as included in the ESDD report carried out by third party consultant in April 2018.	Action taken reports	Within 9 months from first disbursement of a loan by the lenders to the Trust (until such lender is the International Finance Corporation) or within 9 months of transfer of each Project Entity to the Trust/Company, whichever is earlier	February 29, 2020
5.	EHSS Compliance review of SEMS implementation at Investment Manager, Project Manager and each Project Entity level and disclose review findings on Trust’s website.	Audit reports	(i) Half yearly internal compliance review (ii) Third- party yearly review	First third party compliance report after 6 months from first disbursement of a loan by the lenders to the Trust (until such lender is the International Finance Corporation) or by December 31, 2019 December 31, 2019, or within 6 months of formation of the Trust, whichever comes first.
6.	Upgraded human resources policies and procedures to meet the Performance Standards provisions of the MBFS Unitholders and the lenders to the Trust (until such lender is the International Finance Corporation), more specifically, it should include: (i) policies on non-employment of adolescent & child at work, equal opportunity and non-discrimination, and prevention of forced labor; (ii) code of conduct for staff and workers to prevent gender based violence and child abuse; and (iii) employee grievance mechanism for both staff and contract workers of the Project Entities. The above upgraded human resources manual will be applicable to Investment Manager, Project Manager and all Project Entities. The Trust will, through the Project Manager and each Project Entity, ensure that all contractors and subcontractors have a formal grievance mechanism accessible to all workers and subcontractor workers.	Board approved human resources manual	Prior to first disbursement of a loan by the lenders to the Trust (until such lender is the International Finance Corporation) or indicative date, or within 3 months of formation of the Trust, whichever is earlier	August 31, 2019
7.	For Etawah- Chakeri (Kanpur) Highway Private Limited and any other future road that has residual land acquisition, the Trust will, through Project Manager and Project Entities: (i) Appoint third party consultants for undertaking social impact assessment and livelihood restoration plan preparation by June 30, 2019; (ii) Undertake social impact assessment and prepare detailed livelihood restoration plan including budget estimate by December 31, 2019; (iii) Appoint implementation partner for livelihood restoration plan implementation by November 30, 2019; (iv) Complete implementation of livelihood restoration plan and retroactive gap closure within 2.5 years of livelihood restoration plan preparation; and (v) Livelihood restoration plan completion audit within 2.5 years of livelihood restoration plan implementation.	(i) Social impact assessment and livelihood restoration plan report (ii) Quarterly monitoring reports on livelihood restoration plan implementation; (iii) Livelihood restoration plan completion audit report	Appointment of consultant for social impact assessment and livelihood restoration plan prior to first disbursement of the loan or within 1 month of transfer of the Etawah- Chakeri (Kanpur) Highway Private Limited to the Trust, or the specified date, whichever is earlier	June 30, 2019 Livelihood restoration plan completion audit report by December 31, 2024
8.	Develop and implement a detailed stakeholder analysis and engagement plan along with information disclosure plan and community grievance mechanism at each Project Entity (for seed assets as well as all future assets that the Trust will acquire, before such acquisition is made)	SEP and community grievance mechanism		August 31, 2019
9.	Develop a biodiversity action plan (“BAP”) to include: rationale for delivering net gains, offset financial and implementation feasibility including gap analysis against GIIP for offsets, independent scientific support for proposed road mitigation, and a biodiversity monitoring and evaluation plan (“BMEP”); and Based on the monitoring results, and as part of the commitments under the BAP, implement additional adaptive management and conservation actions in consultation and collaboration with Nagpur Forest Department and NTCA.	BAP and BMEP Regular monitoring reports on BAP implementation	BAP and BEMP prepared prior to first Disbursement or indicative date, or within 2 months of transfer of the Project Entity to the Trust, whichever is earlier.	July 31, 2019
10.	Develop a framework for FPIC determination as part of SEMS which will be applicable to all roads with impacts on indigenous peoples and FPIC triggers. From among the seed assets, the framework should be applied to the projects undertaken by the Nagpur- Betul Project Entity and Oriental Pathways (Indore) Private Limited for all future acquisition of land in areas with tribal population prior to start of any future land acquisition.	As part of SEMS		August 31, 2019

SCHEDULE 2

S& E PERFORMANCE REPORT

PERIOD APRIL 1, 20XX TO MARCH 31, 20YY

Section I: Project details and progress

Provide a list and brief details of new projects/assets acquired/developed by the Trust during the year.
Provide a list and brief details on the projects/assets already acquired/developed by the Trust.

Section II: Project Screening, audit and assessment

2.01 Has a procedure to screen new projects/proposed acquisitions/proposed investments against social and environmental risks, as identified in the Social, and Environmental Management System (SEMS), been put in place? Briefly describe the screening procedure to ensure compliance with Performance Standards. Please provide a summary of the key variances with respect to Performance Standards that were identified as a result of application of the screening procedure.

2.02 Has a procedure, to undertake prior social, environmental, health and safety due-diligence/audit of proposed acquisitions/assets, to assess conformance to Performance Standards been put in place in accordance with the SEMS?

2.03 Briefly describe the three most significant risks/issues/areas of concern that were identified in the new projects/ acquisitions mentioned above and the mitigants that were implemented particularly pertaining to each of the following social and environmental impact areas:

Land acquisition and Involuntary resettlement (economic and/or physical);
Environmental pollution and management;
Occupational Health and Safety including Road Safety;
Community health, safety and security;
Biodiversity;
Indigenous Peoples; and
Cultural heritage.

Note: Please provide separate details for each of the assets

Section III: Management Systems

3.01 Has the Trust, the Investment Manager, the Project Manager and the Project Entities developed and implemented the SEMS as described in the Environmental and Social Review Summary dated May 17, 2018?

3.02 Please provide details of E&S staff in the Trust, the Investment Manager, the Project Manager and the Project Entities with identified roles pertaining to environment, occupational health and safety, and social issues. Also attach an organization chart depicting the social and environmental organization at the Trust, the Investment Manager, the Project Manager and the Project Entities, and its relationship with each of the assets. Also provide the EHS and Social Organizational structure at the different asset level.

3.03 Describe the level of environmental, social and health and safety training (the Trust, the Investment Manager, the Project Manager and the Project Entities) provided to employee and contract workers (including themes/topics covered and number of participants from each category, employees and contract workers).

Training[6] for this reporting period:

Category	Description of training	Number of employees/contract workers that attended	Cost of Training
Corporate level
Asset level

3.04 What is the frequency of internal reporting on social, environmental, occupational health and safety (SEHS) aspects to senior management?

3.05 How many trained internal auditors (for SEMS audit) are there in the Trust, the Investment Manager, and the Project Manager?

3.06 How many internal audits of SEMS have been undertaken in the reporting period?

3.07 Provide a summary of the key observations from internal audits of the SEMS, non conformities/opportunities for improvement (OFI) identified for each of the assets and the corrective action implemented by the Trust, the Investment Manager, the Project Manager and the Project Entities.

3.08 Has the Trust, the Investment Manager, the Project Manager and the Project Entities reported externally on its SEHS performance?

3.09 What is the expenditure and/or budget for EHS and social assessments, studies, licensing, approvals, performance improvement and risk mitigation etc.?

3.10 Is the Trust, the Investment Manager, the Project Manager and the Project Entities considering obtaining any SEHS certification e.g. ISO 14001, OHSAS 18001 etc. for its social and environmental management system?

Section IV: Significant adverse events

4.01 Are you aware of any events[7] that may have caused damage; brought about injuries or fatalities or other health problems; attracted the attention of outside parties; affected project labor or adjacent populations; affected cultural property; or created liabilities for the assets of the Trust?

4.02 If yes please provide details of the event/issue or complete an incident report (separately for each of the assets).

Section V: Labor Working Conditions

5.01 Number of direct employees (on the Trust, the Investment Manager, the Project Manager and the Project Entities rolls) on last date of the financial year for which this report has been prepared. Provide gender disaggregated data, and specify position levels (Management, Employee, Contractor, Sub-contractor). Also present the information on employees disaggregated at subsidiary asset and key affiliate level.

5.02 Number of contract workers engaged on the Trust, the Investment Manager, the Project Manager and the Project Entities premises for O&M work on the last day of the year. (This may alternatively be reported as total person-hours of work during the year). Also present the information on employees disaggregated at Trust and key affiliate level.

5.03 Diversity ratio of employees (both at the Trust, the Investment Manager, the Project Manager and the Project Entity level).

5.05 Employee turnover/Attrition rate (both at the Trust, the Investment Manager, the Project Manager and the Project Entity). If a retrenchment plan was implemented, provide details on the plan.

5.06 Please provide a brief summary of the number and nature of complaints processed through the employee grievance redress mechanism (at the Trust, the Investment Manager, the Project Manager and the Project Entities).

5.07 Has the Trust, the Investment Manager, the Project Manager and the Project Entities carried out internal and/or third party audit of contractor/sub contractor compliance with labor law (statutory provisions) across all/any of its assets? Please provide a summary of key findings and key variances from host country labor laws/ statutory requirements including the corrective action implemented.

5.08 Have there been any concerns expressed by third parties, regulators, employees or affected labor pertaining to working conditions of labor employed by the different assets of the Trust contractors/sub-contractors? If yes, please provide details – number and nature of such concerns including remedial action implemented.

5.09 Has the Trust, the Investment Manager, the Project Manager and the Project Entities carried out audit of labor camp facilities provided by contractors/sub-contractors? Please provide a summary of key findings and key variances from host country labor laws and good international industry practices (GIIP) and the corrective action implemented.

5.10 Have there been any significant security related incidents? Please provide brief details on these.

5.11 Have any grievances/complaints been received from employees, local communities and/or other stakeholders through the security personnel related grievance mechanism? If yes, please provide details of number and nature of complaints including remedial measures.

5.12 Please provide an estimate of how much of total personnel expenses (i.e. salaries, insurances, pensions, benefits) paid by the Investment Manager is paid to Expats (high qualified foreign employees)? 0% / <10% / <30% / <50% / more than 50%

5.13 Does the Investment Manager provide any additional benefits or services to employees beyond statutory requirements? (Yes / No).

If Yes, please specify: Health / Canteen / Childcare / Social Insurance Schemes / Products at reduced prices / Others (please specify)

Section VI: Community and external stakeholder engagement

6.01 Describe any ongoing public consultation and disclosure, liaison with non-governmental organizations (NGOs), civil society or public relations efforts (e.g. publication of Sustainability Report etc.)

6.02 Describe any ongoing social or community development initiatives, programs or dialogue. Present this information disaggregated at Trust and Project Entity level.

6.03 Does the Trust have an official grievance redressal mechanism in place to address concerns of the local community? Please provide a description and a web-link or contact details for such arrangements. Provide a summary of the number and nature of community/stakeholder feedback/concerns provided to the Trust, the Investment Manager, the Project Manager and the Project Entities, the processing time for each grievance, actions initiated by Trust to incorporate/address stakeholder/community feedback, and their status (whether open, on-going or closed). Present this information disaggregated at subsidiary Trust and key asset level.

6.04 Briefly describe the communication events/procedures to convey emergency response procedures to communities at risk.

6.05 No. of joint emergency/disaster management exercises with external stakeholder at the Trust and the Project Entity level.

6.06 List and summarize any health and safety incidents that affected members of communities resident in the vicinity of the Trust, the Investment Manager, the Project Manager and the Project Entitles’ facilities/operations/projects and corrective measures implemented by the Trust, the Investment Manager, the Project Manager and the Project Entities to prevent future recurrence. Present this information disaggregated at the Trust and the Project Entity level.

Section VII: Occupational Health and Safety Incident Data

The Trust, the Investment Manager, the Project Manager and the Project Entities needs to monitor and record occupational health and safety incidents including those linked to road safety across the Trust, the Investment Manager, the Project Manager and the Project Entities throughout the reporting period for all assets. The incident monitoring should be undertaken to cover both employees of the Investment Manager and any contractor workers/workers employed by contractors.

Please copy and paste these tables to provide this information disaggregated at asset level.

	This reporting period		Reporting period- 1 year ago		Reporting period- 2 years ago
Report TOTAL numbers for each parameter	Investment Manager employees	Contractor employees	Investment Manager employees	Contractor employees	Investment Manager	Contractor employees
Employees
Person-hours worked
Fatalities
Non-fatal injuries[8]
Lost workdays[9]
Incidence[10]

Investment Manager employees or contractor employees?	Time of death after accident (e.g. immediate, within a month, within a year)	Cause of fatality	Corrective measures to prevent reoccurrence

Non-fatal injuries details for this reporting period

Investment Manager employees or contractor employees?	Total workdays lost	Description of injury	Cause of accident	Corrective measures to prevent reoccurrence

Details of accidents/incidents linked to each of the operating roads (please provide this data for each asset for at least two consecutive years)

SN.	Assets	Details of Accident victims			Total Persons affected	Number of Accidents			No of persons admitted in Hospital
SN.	Assets	Fatal	Serious Injury	Minor Injury	Total Persons affected	Major	Minor	Total	No of persons admitted in Hospital
1.	Asset 1
2.	Asset 2
3.	Asset 3
4.	Asset 4
5.
6.
7.

Section VIII: Emergency Response Monitoring Data

8.01 Please provide an aggregated summary of the key opportunities for improvement identified during emergency response drills and corrective actions implemented (segregated at key asset level).

8.02 Describe any other fire safety and emergency response/management measures implemented during the year (segregated at key asset level).

8.03 Provide a summary listing and briefly describing fire and other emergency incidents at different assets and operations, including measures being implemented to prevent future recurrence.

Section IX: Ambient condition monitoring

The Trust, the Investment Manager, the Project Manager and the Project Entities needs to monitor and record ambient conditions (air and physical parameters including ambient air quality, ambient noise levels, and other data delineated in the SEMS and project specific SEIA) which are potentially impacted by its operations throughout the reporting period.

Please report here instances where these ambient conditions exceeded national regulatory limits, GIIP or IFC EHS Guideline norms for each of the assets. Please also describe the measures that were implemented to bring such parameters into compliance.

Section X: Land, Resettlement & Rehabilitation

10.01 List by each asset for the reporting period:

Existing encroachments (disaggregated by individual, commercial, religious, other public structure, agricultural and residential) recorded at each of the asset level including details of clearance;
Any pending claims on land and asset compensation that has come to the notice of the Investment Manager, acting on behalf of the Trust/ Project Entity.
Any court related cases/matters linked to land and asset compensation where the Investment Manager, acting on behalf of the Trust/ Project Entity is a party to;
Details of any grievances/complaints linked to land and R&R and how these have been resolved;
Details of any relocation/resettlement or compensation undertaken by the operating asset for encroachments/encumbrances identified in the screening/ ESDD.
For Category 3 roads, provide details on implementation of LEP? How many families have been covered by LEP and with what activity?
Internal and external monitoring reports on LEP implementation.

Section XI: Other Sustainability Enhancement Initiatives

11.01 Describe other sustainability enhancement initiatives implemented during the year e.g. waste minimization, energy efficiency improvement, fuel consumption improvement, pollution prevention and resource conservation etc.

11.02 Describe any social development programs implemented during the year e.g. community development/corporate social responsibility programs implemented. Categorize the activities broadly – Health, Employment Opportunity, Education, Transportation, Energy, Water. Others. How much did the Investment Manager, acting on behalf of the Trust, spend on activities that benefit local communities?

Section XII: Status of Implementation of the Environment and Social Action Plan (ESAP) for each of the Asset

12.0. Please provide a status update on the implementation of the Action Plan” including details of pending/delayed actions and timelines for closure. Also provide evidence of closure of each of the E&S actions (for each of the assets).

Section XIII: Local Income

13.01 Provide an estimate of share of goods and services purchased from local suppliers (within the State), and domestic suppliers (vs. foreign suppliers):

0% / <20% / <40% / <60% / <80% / <100% / 100%

13.02 Provide an estimate of capital expenditure that is spent nationally (vs. international sourcing):

0% / <20% / <40% / <60% / <80% / <100% / 100%

13.03 Provide an estimate of how much financing is issued by local banks/institutions that are based in the country of your activities:

0% / <20% / <40% / <60% / <80% / <100% / 100%

Authorized representative of the Investment Manager, acting on behalf of the Trust:

I certify that the data contained in this S&E Performance Report completely and accurately represents operations during this reporting period. I further certify that analytical data summaries[11] are based upon data collected and analyzed in a manner consistent with the World Bank Group’s/IFC Environmental, Health and Safety Guidelines dated April 2007.

Signature:

Date:

SCHEDULE 3

SELECTION CRITERIA – ESDD APPROACH

Criteria	Category 1: Operating roads (2 or more years)	Category 2: Operating roads (1 or more years but less than 2 years)	Category 3: Just operational (less than 1 year) or where there is any material pending Land Acquisition (LA)
1. Litigation	· Seek full information on any outstanding litigation or notices from regulatory authorities related to environmental impacts, land/RoW acquisition, labor working conditions, occupational health and safety, community health and safety. · Take a risk based view on whether to proceed or not.	· Same as Category 1.	· Same as category 1
2. Other risks	· Seek full information on any stakeholder concerns (employees, local communities, NGOs, regulatory authorities, contractors, contract workers): expressed in the public domain; through grievance mechanisms; and instances of protests or civil action related to environmental impacts, land/RoW acquisition, labor working conditions, occupational health and safety, community health and safety. · Take a risk based view on whether to proceed or not.	· Same as category 1	· Same as Category 1
3. Assessment and Management of Environment and Social Risks and Impacts	· Ascertain that operational stage ESMP, compliant to PS, developed and implemented · An SEMS that meets the requirements of IFC PSs and applicable EHS Guidelines is in place. If not in place a time bound plan to develop and implement it · Review environment, health, safety, social, and labor working condition monitoring data to ensure that applicable provisions of IFC PSs and WBG EHS Guidelines are being met.	· Same as Category 1	· Obtain and review a copy of a comprehensive ESIA for the Project · Assess gaps with PSs · Develop a time-bound action plan and close the gaps with PSs including with retrospective effect. · Ensure implementation of the action plan. · A time bound plan to develop and implement an SEMS
4. Resettlement Action Plan (RAP)	· Establish that no pending land and R&R related cases/disputes pending before courts/authority or reported · Establish that there are no issues of the type mentioned at (2) above · If issues of the type mentioned at (1) and/or (2) material, then consider seeking and reviewing SIA and RAP to inform decision at (1) and/or (2) as relevant	In addition to requirements specified at Category 1 also the following: · Review also status of implementation of the R&R Plan. · Resettlement Completion Audit may be requested in cases.	· Assess if a detailed SIA and RAP compliant to PS developed and being implemented for the project. · Assess gaps with PSs · Develop a time-bound action plan and close the gaps with PSs including with retrospective effect. · Time bound action plan for completion of the LA and R&R activities (if pending) · Resettlement Completion Audit to be undertaken.
5. Stakeholder/Community Engagement	· Review operation stage Stakeholder Engagement Plan and its implementation for conformance to IFC PSs. · If issues at (1) and/or (2) identified, review evidence of Informed Consultation and Participation (ICP) process to inform decision at (1) and/or (2) as relevant	In addition to requirements specified at Category 1 also the following: · If issues at (1) and/or (2) identified, may like to undertake procedures akin to Broad Community Support (BCS) for the project to inform decision at (1) and/or (2) as relevant.	· Develop and implement a PS compliant stakeholder engagement plan · Obtain evidence of Informed Consultation and Participation (ICP) process · Obtain evidence of Broad Community Support (BCS) for the project
6. Grievance Mechanism	· Functional and effective Grievance Redress system in Place and if not in place, develop and implement a Grievance Redress Mechanism in a time bound manner.	· Same as Category 1	· Functional and effective Grievance Redress system in Place
7. Health & Safety	· Operational stage health & safety management system in place/implemented (as a part of the SEMS). In case it is not in place a time bound plan to develop and implement an operational stage health & safety management system · Review monitoring data to assess efficacy · Undertake detailed technical safety analysis of all roads and implement measures under a structured action plan to improve road safety	· Same as Category 1	· Construction and operational stage health & safety management system in place and being implemented (as a part of the SEMS). · Review monitoring data to assess efficacy · Undertake detailed technical safety analysis of all roads and implement measures under a structured action plan to improve road safety
8. HR/ Contractor Management	· HR/Contractor management system/practices compliant to PS 2 requirements. · Time bound action plan for closure of gaps (in HR/Contractor management system/practices with respect to PS 2 requirements) and implementation of the same · Labor and employee accommodation meets PS2 provisions.	· Same as Category 1.	· HR/Contractor management system compliant with PS2 under implementation. · Time bound action plan for closure of gaps (in HR/Contractor management system/practices with respect to PS 2 requirements) and implementation of the same · Labor Accommodation meets PS2 provisions.
9. Pollution Prevention	· Mitigation measures implemented for impacts from air/noise/vibration in accordance with PS3 and WBG EHS Guidelines · Monitoring data indicates compliance with above	· Same as Category 1	· A detailed assessment undertaken and management plan (in ESMP) for mitigation of air/noise/vibration related impacts in accordance with PS3 and WBG EHS Guidelines under implementation. · Monitoring data indicates compliance.
10. Natural Habitats	· Where forest land diversion or roads in the vicinity of coastal areas or near large wetland areas, undertake review of literature, contact forest department and collect anecdotal information from communities for presence or migration of any IUCN or nationally specified vulnerable, endangered or critically endangered species. · If present, establish whether critical habitat or not. If critical habitat, establish that CR related measures in accordance with PS 6 in place. · If not critical habitat, review impact on natural habitat and whether measures meeting natural habitat requirements of PS6 in place. · Obtain evidence of offset and “no net loss’ and preferably a “net gain” of biodiversity, for road stretches passing through legally “Protected Area” (like national park, wildlife corridor, reserved forest, critical habitat, Scheduled V, Ramsar sites, IBAs etc) or a Critical Habitat;	· Same as Category 1	· Where there is forest land diversion, or roads in the vicinity of coastal areas or near large wetland areas, review if detailed biodiversity assessment compliant to PS 6 included in the ESIA and; · Detailed and comprehensive management plan developed and under implementation to achieve no net loss’ and preferably a “net gain” of biodiversity if material impacts on critical habitat identified.
11.	· Not acquire any road asset that is in, or has the potential to impact, a Tier 1 CH. · Not acquire a road asset in a Tier 2 CH without first ascertaining that PS6 provisions can be met, particularly those related to creation of offsets and demonstrating net gain either as such measures are already in place or it is technically feasible to develop and implement such measures retrospectively and meet PS6 requirements. · In cases where there is impact on natural habitat, consider acquiring only those assets where the mitigation measures that have been implemented or are proposed to be implemented meet the relevant and applicable provisions of PS6 including demonstration of no net loss.		· Not acquire any road asset that is in, or has the potential to impact, a Tier 1 CH. · Not acquire a road asset in a Tier 2 CH without first ascertaining that PS6 provisions can be met, particularly those related to creation of offsets and demonstrating net gain either as such measures are already in place or it is technically feasible to develop and implement such measures retrospectively and meet PS6 requirements.
12.			· In cases where there is impact on natural habitat, consider acquiring only those assets where the mitigation measures that have been implemented or are proposed to be implemented meet the relevant and applicable provisions of PS6 including demonstration of no net loss.
13. Indigenous peoples, tribes and communities	· If road passes through scheduled areas, review process of land take in detail to understand impact on IPs, if any and whether they have been mitigated in accordance with PS7. · If significant tribal population in the vicinity of the road, or significant tribal land taken or potential for loss of access to lands/resources on which tribal population dependent, assess if mitigation measures developed and implemented in accordance with PS7. · Establish: no adverse impact (either historical or residual) on lands and resources under traditional or customary use of IPs (including access related impacts); no relocation of IPs from land and resources under traditional or customary use; and no adverse impact on critical cultural heritage of IPs. · Not acquire assets where potential impacts on IPs and conditions triggering Free, Prior and Informed Consent (FPIC) are identified unless the due diligence determines that there are no impacts to the IP communities or impacts were mitigated consistent with PSs.	In addition to requirements specified at Category 1 also the following: · If other adverse impact on IPs, demonstrate that consultation meets ICP. · Review status of implementation of all mitigation measures for IPs.	· Review if ESIA adequately identified IPs, impacts on IPs including mitigation measures in accordance with PS7. · Indigenous Peoples Plan, or a broader community development plan with separate components for Indigenous Peoples in place and being implemented; · Assess if Free prior and Informed Consent (FPIC) achieved/demonstrated in case of impact on customary lands and resources, cultural heritage of IPs
14.			· Not acquire assets where potential impacts on IPs and conditions triggering Free, Prior and Informed Consent (FPIC) are identified unless the due diligence determines that there are no impacts to the IP communities or impacts were mitigated consistent with PSs.
15. Cultural Heritage	· If issues relating to cultural heritage identified at (1) and/or (2), review in detail to establish if measures implemented meet PS1 and PS8.	· Same as Category 1.	· Ensure that the ESIA and ESMP have measures in place that meet PS8 provisions.

Clarifying Notes:

material pending land acquisition is defined as pending acquisition of more than 5% of the total land that was required for the project.
Acquisition will be considered complete only if NHAI/Concessioning Authority has already taken the land into possession and compensation is paid in full (threshold of 5% will apply) to the affected households.
Material Protest and Litigation Risk: If there has been more than one protest in the preceding year in which land losers representing 5% or more of the land acquired for the project participated specifically on the issue of land acquisition and compensation. Also, if there is outstanding litigation related to land acquisition and/or compensation filed by land losers representing 5% or more of the land acquired for the project

INVIT DECISION TREE

DECISION TREE FOR ROADS THAT HAVE BEEN OPERATIONAL 2 OR MORE YEARS

DECISION TREE FOR ROADS OPERATIONAL 1 OR MORE YEARS AND UPTO 2 YEARS

The decision tree for these Roads follows the same path that is applicable to roads that have been operational for 2 or more years. For this case the following additional steps are required.

If issues like litigation or other risks are high, the Borrower may like to review evidence of Informed Consultation and Participation (ICP) process to inform its decision. If significant gap with respect to IFC requirements established, then drop the asset/do not acquire.
If issues like litigation or other risks are high, the Borrower may like to undertake procedures akin to Broad Community Support (BCS) for the project to inform decision. If Borrower is unable to establish BCS, escalate to the board with rationale for go/ no go recommendation.
Review status of implementation of the resettlement and rehabilitation Plan for all assets that have been in operation one or more years and upto two years.
Resettlement Completion Audit may be requested on a case by case basis.
If other adverse impact on IPs established, Borrower needs to ensure that consultation meets ICP requirements.
The Borrower needs to review status of implementation of all mitigation measures for IPs.

NOTE:

This decision tree is to be read in conjunction with the InvIT project concept document and the screening criteria document.
Please also refer to Road holding company project concept document.

SCHEDULE 4

DETAILS OF E&S CONSULTANT

Sr. No.	Name of the E&S Consultant	Address
1.	ERM India Private Limited	Building 10, 4^th Floor, Tower A DLF Cyber City, Gurgaon, Haryana India 122 002
2.	Taru Leading Edge	M-6, Second Floor, Aurobindo Marg, Hauz Khas, New Delhi 110016 Tel.: +91 11 26518271, +91 11 2651 8272
3.	AECOM India	9^th Floor, Infinity Tower C DLF Cyber City, DLF Phase II Gurgaon, Haryana 122002Tel.: +91 124 4830100Fax.: +91 124 4830108
4.	Bongs Prayukti International Pvt. Ltd.	323a Motilal Gupta Road, Kolkata 700008
5.	Mott MacDonald Private Limited	5th & 6th Floor, Logix Techno Park, Plot No- 5, Sector 127, Noida 201301

SCHEDULE 5

INVESTMENT ELIGIBILITY CRITERIA

Criteria	Category 1: Operating roads (2 or more years)	Category 2: Operating roads (1 or more years but less than 2 years)	Category 3: Just operational (less than 1 year) or where there is any material pending Land Acquisition (LA)
1. Litigation	· Seek full information on any outstanding litigation or notices from regulatory authorities related to environmental impacts, land/RoW acquisition, labor working conditions, occupational health and safety, community health and safety. · Take a risk based view on whether to proceed or not.	· Same as Category 1.	· Same as Category 1
2. Other risks	· Seek full information on any stakeholder concerns (employees, local communities, NGOs, regulatory authorities, contractors, contract workers): expressed in the public domain; through grievance mechanisms; and instances of protests or civil action related to environmental impacts, land/RoW acquisition, labor working conditions, occupational health and safety, community health and safety. · Take a risk based view on whether to proceed or not.	· Same as Category 1	· Same as Category 1
3. Assessment and Management of Environment and Social Risks and Impacts	· Ascertain that operational stage ESMP, compliant to PS, developed and implemented · An ESMS that meets the requirements of IFC PSs and applicable EHSS Guidelines is in place. If not in place a time bound plan to develop and implement it · Review environment, health, safety, social, and labor working condition monitoring data to ensure that applicable provisions of IFC PSs and WBG EHSS Guidelines are being met.	· Same as Category 1	· Obtain and review a copy of a comprehensive ESIA for the Project · Assess gaps with PSs · Develop a time-bound action plan and close the gaps with PSs including with retrospective effect. · Ensure implementation of the action plan. · A time bound plan to develop and implement an ESMS
4. Resettlement Action Plan (RAP)	· Establish that no pending land and R&R related cases/disputes pending before courts/authority or reported · Establish that there are no issues of the type mentioned at (2) above · If issues of the type mentioned at (1) and/or (2) material, then consider seeking and reviewing SIA and RAP to inform decision at (1) and/or (2) as relevant	In addition to requirements specified at Category 1 also the following: · Review also status of implementation of the R&R Plan. · Resettlement Completion Audit may be requested in cases.	· Assess if a detailed SIA and RAP compliant to PS developed and being implemented for the project. · Assess gaps with PSs · Develop a time-bound action plan and close the gaps with PSs including with retrospective effect. · Time bound action plan for completion of the LA and R&R activities (if pending) · Resettlement Completion Audit to be undertaken.
5. Stakeholder/Community Engagement	· Review operation stage Stakeholder Engagement Plan and its implementation for conformance to IFC PSs. · If issues at (1) and/or (2) identified, review evidence of Informed Consultation and Participation (ICP) process to inform decision at (1) and/or (2) as relevant	In addition to requirements specified at Category 1 also the following: · If issues at (1) and/or (2) identified, may like to undertake procedures akin to Broad Community Support (BCS) for the project to inform decision at (1) and/or (2) as relevant.	· Develop and implement a PS compliant stakeholder engagement plan · Obtain evidence of Informed Consultation and Participation (ICP) process · Obtain evidence of Broad Community Support (BCS) for the project
6. Grievance Mechanism	· Functional and effective Grievance Redress system in Place and if not in place, develop and implement a Grievance Redress Mechanism in a time bound manner.	· Same as Category 1	· Functional and effective Grievance Redress system in Place
7. Health & Safety	· Operational stage health & safety management system in place/implemented (as a part of the ESMS). In case it is not in place a time bound plan to develop and implement an operational stage health & safety management system · Review monitoring data to assess efficacy · Undertake detailed technical safety analysis of all roads and implement measures under a structured action plan to improve road safety	· Same as Category 1	· Construction and operational stage health & safety management system in place and being implemented (as a part of the ESMS). · Review monitoring data to assess efficacy · Undertake detailed technical safety analysis of all roads and implement measures under a structured action plan to improve road safety
8. HR/ Contractor Management	· HR/Contractor management system/practices compliant to PS 2 requirements. · Time bound action plan for closure of gaps (in HR/Contractor management system/practices with respect to PS 2 requirements) and implementation of the same · Labor and employee accommodation meets PS2 provisions.	· Same as Category 1.	· HR/Contractor management system compliant with PS2 under implementation. · Time bound action plan for closure of gaps (in HR/Contractor management system/practices with respect to PS 2 requirements) and implementation of the same · Labor Accommodation meets PS2 provisions.
9. Pollution Prevention	· Mitigation measures implemented for impacts from air/noise/vibration in accordance with PS3 and WBG EHSS Guidelines · Monitoring data indicates compliance with above	· Same as Category 1	· A detailed assessment undertaken and management plan (in ESMP) for mitigation of air/noise/vibration related impacts in accordance with PS3 and WBG EHSS Guidelines under implementation. · Monitoring data indicates compliance.
10. Natural Habitats	· Where forest land diversion or roads in the vicinity of coastal areas or near large wetland areas, undertake review of literature, contact forest department and collect anecdotal information from communities for presence or migration of any IUCN or nationally specified vulnerable, endangered or critically endangered species. · If present, establish whether critical habitat or not. If critical habitat, establish that CR related measures in accordance with PS 6 in place. · If not critical habitat, review impact on natural habitat and whether measures meeting natural habitat requirements of PS6 in place. · Obtain evidence of offset and “no net loss’ and preferably a “net gain” of biodiversity, for road stretches passing through legally “Protected Area” (like national park, wildlife corridor, reserved forest, critical habitat, Scheduled V, Ramsar sites, IBAs etc) or a Critical Habitat; · Not acquire any road asset that is in, or has the potential to impact, a Tier 1 CH. · Not acquire a road asset in a Tier 2 CH without first ascertaining that PS6 provisions can be met, particularly those related to creation of offsets and demonstrating net gain either as such measures are already in place or it is technically feasible to develop and implement such measures retrospectively and meet PS6 requirements. · In cases where there is impact on natural habitat, consider acquiring only those assets where the mitigation measures that have been implemented or are proposed to be implemented meet the relevant and applicable provisions of PS6 including demonstration of no net loss.	· Same as Category 1	· Where there is forest land diversion, or roads in the vicinity of coastal areas or near large wetland areas, review if detailed biodiversity assessment compliant to PS 6 included in the ESIA and; · Detailed and comprehensive management plan developed and under implementation to achieve no net loss’ and preferably a “net gain” of biodiversity if material impacts on critical habitat identified. · Not acquire any road asset that is in, or has the potential to impact, a Tier 1 CH. · Not acquire a road asset in a Tier 2 CH without first ascertaining that PS6 provisions can be met, particularly those related to creation of offsets and demonstrating net gain either as such measures are already in place or it is technically feasible to develop and implement such measures retrospectively and meet PS6 requirements. · In cases where there is impact on natural habitat, consider acquiring only those assets where the mitigation measures that have been implemented or are proposed to be implemented meet the relevant and applicable provisions of PS6 including demonstration of no net loss.
11. Indigenous peoples, tribes and communities	· If road passes through scheduled areas, review process of land take in detail to understand impact on IPs, if any and whether they have been mitigated in accordance with PS7. · If significant tribal population in the vicinity of the road, or significant tribal land taken or potential for loss of access to lands/resources on which tribal population dependent, assess if mitigation measures developed and implemented in accordance with PS7. · Establish: no adverse impact (either historical or residual) on lands and resources under traditional or customary use of IPs (including access related impacts); no relocation of IPs from land and resources under traditional or customary use; and no adverse impact on critical cultural heritage of IPs. · Not acquire assets where potential impacts on IPs and conditions triggering Free, Prior and Informed Consent (FPIC) are identified unless the due diligence determines that there are no impacts to the IP communities or impacts were mitigated consistent with PSs.	In addition to requirements specified at Category 1 also the following: · If other adverse impact on IPs, demonstrate that consultation meets ICP. · Review status of implementation of all mitigation measures for IPs.	· Review if ESIA adequately identified IPs, impacts on IPs including mitigation measures in accordance with PS7. · Indigenous Peoples Plan, or a broader community development plan with separate components for Indigenous Peoples in place and being implemented; · Assess if Free prior and Informed Consent (FPIC) achieved/demonstrated in case of impact on customary lands and resources, cultural heritage of IPs · Not acquire assets where potential impacts on IPs and conditions triggering Free, Prior and Informed Consent (FPIC) are identified unless the due diligence determines that there are no impacts to the IP communities or impacts were mitigated consistent with PSs.
12. Cultural Heritage	· If issues relating to cultural heritage identified at (1) and/or (2), review in detail to establish if measures implemented meet PS1 and PS8.	· Same as Category 1.	· Ensure that the ESIA and ESMP have measures in place that meet PS8 provisions.

[1] This does not apply to project sponsors who are not substantially involved in these activities. “Not substantially involved” means that the activity concerned is ancillary to a project sponsor’s primary operations. The term “substantial” means more than 10% of their consolidated balance sheets or earning, for companies. The term “substantial” means more than 10% of the underlying portfolio for their financial institutions and investment funds.

[2] Forced labor means all work or service, not voluntarily performed, that is extracted from an individual under threat of force or penalty as defined by the ILO convention.

[3] Harmful child labor means the employment of children that is economically exploitive, or is likely to be hazardous to, or to interfere with, the child’s education, or to be harmful to the child’s health, or physical, mental, spiritual, moral, or social development. Persons may only be employed if they are at least 14 years old, as defined in the ILO Fundamental Human Rights Conventions (Minimum Age Convention C138, Art.2), unless local legislation specifies compulsory school attendances or the minimum age for working. In such cases the higher age shall apply

[4] Destruction means the (1) elimination or severe diminution of the integrity of an area caused by a major, long-term change in land or water use or (2) modification of a habitat in such a way that the area’s ability to maintain its role is lost.

[5] High Conservation Value (HCV) areas are defined as natural habitats where these values are considered to be of outstanding significance or critical importance (see http://www.hcvnetwork.org).

[6] The [Trust/ Company], the Investment Manager, the Project Manager and the Project Entities personnel should be trained in environmental, health and safety matters including accident prevention, practices that minimize personnel injuries and environmental pollution, proper control and maintenance of equipment and facilities, fire fighting, emergency response, personal protective equipment (PPE), etc.

[7] Examples of significant incidents follow. Chemical and/or hydrocarbon materials spills; fire, explosion or unplanned releases, including during transportation; ecological damage/destruction; local population impact, complaint or protest; failure of emissions or effluent treatment; legal/administrative notice of violation; penalties, fines, or increase in pollution charges; negative media attention; chance cultural finds; labor unrest or disputes; local community concerns.

[8] Incapacity to work for at least one full workday beyond the day on which the accident or illness occurred.

[9] Lost workdays are the number of workdays (consecutive or not) beyond the date of injury or onset of illness that the employee was away from work or limited to restricted work activity because of an occupational injury or illness.

[10] Calculate incidence using the following equation: incidence= total lost workdays/ 100,000 man-hours worked.

Use the total lost workdays to calculate the incidence for this reporting period, reporting periods 1 year ago and 2 years ago, as required above.

[11] Raw analytical data upon which summaries are based should not be submitted with this AMR but should be preserved and presented to the MBFS Unitholders upon request.

ENVIRONMENT, HEALTH, SAFETY AND SOCIAL POLICY

Report TOTAL numbers for each parameter