1. Overview

The Corporate Social Responsibility Policy is formulated based on the provisions of Section 135 of the Companies Act, 2013, read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2013. This Policy will at all times be subject to the provisions of the said Act and Rules (as amended from time to time).

2. Objective

The main objective of the Corporate Social Responsibility Policy (CSR Policy) is to lay down guidelines for Corporate Social Responsibility activities of India Kawasaki Motors Private Limited. (“The Company”)

3.Definitions

1. “Act” means the Companies Act, 2013 and the Rules framed thereunder;
2. The word “Company” wherever occurs in the Policy shall mean “India Kawasaki Motors Private
   Limited”
3. “Corporate Social Responsibility (CSR)” means and includes but is not limited to:-
   • • Projects or programs related to activities specified in Schedule VII to the Act; or
     • Projects or programs relating to activities undertaken by the Board of Directors of the Company (Board) in pursuance of recommendations of the CSR Committee of the Board as per declared CSR Policy of the Company subject to the condition that such policy will cover subjects enumerated in Schedule VII of the Act.
     • “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in Section 135 of the Act.
     • “CSR Policy” or “Policy” means and refers to this Corporate Social Responsibility Policy of the Company.

   Words and expressions used and not defined in this Policy but defined under the Act or the Rules shall have the same meanings respectively assigned to them in the Act and the Rules.

4 Scope of CSR Activities

1. The CSR initiatives of the Company are identified in consultation with management, social experts, community and other stakeholders. The identified focus areas for the Company’s CSR initiatives are:
   • Eradicating hunger, poverty and malnutrition, promoting healthcare including preventive healthcare and sanitation including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water.
   • Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.
   • Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.
   • Ensuring environment sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water, including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga.
   • Protection of natural heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public libraries, promotion and development of traditional art and handicrafts;
   • Measures for the benefit of armed forces veterans, war widows and dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans and their dependents including widows;
   • Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports.
   • Contribution to the prime minister’s national relief fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women;
     1. Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or agency of the Central Government or State Government and
     2. Contributions to public funded Universities, Indian Institute of Technology (IITs), National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE), Department of Biotechnology (DBT), Department of Science and Technology (DST), Department of Pharmaceuticals, Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homeopathy (AYUSH), Ministry of Electronics and Information Technology and other bodies, namely Defence Research and Development Organisation (DRDO), Indian Council of Agricultural Research (ICAR), Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR) engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs)
   • Rural Development projects
   • Slum area developmentFor the purpose of this item, the term ‘slum area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force

Disaster management, including relief, rehabilitation and reconstruction activities

1. The activities mentioned above are to be interpreted liberally so as to capture the essence of the same. The initiatives by the Company in the above fields will include contribution to various projects and programs undertaken in these areas.
2. The Company shall give preference to local area and areas around the Company where it operates for spending the amount earmarked for CSR.
3. The activities which are for the benefit of the employees of the Company or their family members shall not be considered as CSR activity. CSR activities shall also not include the activities undertaken in pursuance of normal course of business of the Company.
4. The Board of Directors of the Company may decide to undertake CSR activities as recommended by the CSR Committee by itself or through a registered trust(s) or registered Society(ies) or a Section 8 Company(ies) or such other entity(ies) as may be eligible for undertaking CSR activities, pursuant to Section135 of the Companies Act 2013 and the Rules made thereunder.

5. CSR Expenditure or Budget:

The Company shall spend in every financial year, at least two percent of the average net profits of the Company made during the three immediately preceding financial years on CSR projects in accordance with this Policy.

Surplus, if any, arising out of the CSR projects, programs or activities shall not form part of the business profits of the Company and will be ploughed back into the CSR activities. Surplus, if any, out of CSR activity is prohibited to form part of business profits and has to be used back for CSR purpose only or transfer such surplus to fund specified in Schedule VII within 6 months from end of financial year.

Any amount spent by the Company in any year in excess of its statutory obligation for CSR, may be set off against the CSR obligation of the Company for subsequent three financial years.

6. Corporate Social Responsibility Committee:

Composition:

The Corporate Social Responsibility Committee (‘CSR Committee’) of the Board shall consist of minimum two or such number of Directors as may be applicable to the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder. The members of the CSR Committee shall be as decided by the Board of Directors of the Company.

Meetings:

The CSR Committee shall hold meeting as and when required, to discuss various issues on implementation of the CSR Policy of the Company, subject to a minimum of one meeting every financial year.

Role of CSR Committee:

The Corporate Social Responsibility Committee shall—

• Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company in areas or subject specified in Schedule VII;
• Recommend the amount of expenditure to be incurred on the activities referred to in Clause 1) and
• Monitor the Corporate Social Responsibility Policy of the Company from time to time
• To perform such other functions as may be delegated by the Board and/or mandated by any regulatory provisions from time to time

7. Role of Board of Directors

The role and responsibilities of Board shall include:

• Approval of CSR Policy
• Ensuring that the funds disbursed for CSR activities have been utilized for the purposes and in the manner approved by it
• Reporting in the Board’s Report brief outline of this CSR Policy including overview of projects or programs, composition of CSR Committee, average net profits of the Company for the last three financial years and prescribed CSR Expenditure as required under the Companies Act, 2013 and rules made thereunder along with i) the total amount spent on CSR activities in the financial year and ii) amount unspent, if any
• Ensure that CSR activities are undertaken and executed by the Company as per this CSR Policy and the applicable laws
• Specify in the Board’s Report, the reasons, if required amount is not fully spent in CSR activities.
• Disclosure of the composition of CSR Committee, CSR Policy and the approved projects on the Company’s website, if any.

8. Manner of Implementation

• The activities to be undertaken by the Company as CSR activities shall be the projects/programs relating to the activities/ subjects specified in Schedule VII of the Companies Act, 2013 or any amendment thereto or modification thereof from time to time.
• CSR activities may be initiated/ implemented/ executed by the Company or through:
  1. A registered trust, registered society, registered NGO or by a company established by the Company or its subsidiary or associate company under section 8 of the Companies Act 2013
  2. If such trust, society or company is not established by the Company or its holding or subsidiary or associate company, the eligible CSR activities will be undertaken in collaboration with a specialized organization institution or agency which has an established track record of at least three years in undertaking CSR projects or in carrying on permissible CSR activities
  3. An agreement/ contract or any other written communication will be executed by the Company
  4. The Committee shall from time to time decide/ recommend to the Board on the CSR activities to be undertaken, the geographical area covered, agencies or trusts or NGOs with which the projects/activities are to be undertaken, the amount to be spent on various projects whether ongoing or fresh or new projects.
  5. While deciding on the CSR activities, priority shall be given to the needs and requirements of communities or local area and areas around, in the vicinity of the Registered Office.
  6. The CSR activities shall be undertaken within India.

9. General

Words and expressions used but not defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013, the CSR Rules made thereunder or in any amendment thereto. This CSR Policy shall also be subject to such clarifications and FAQs as may be issued by the Ministry of Corporate Affairs from time to time.

In case of any doubt with regard to any provision in the Policy and also in respect of matters not covered herein, a reference will be made to the Board of Directors and the interpretation and decision of the Board shall be final.

The CSR Policy would be subject to revision/ amendment in accordance with the guidelines as may be issued by the Government from time to time. The Board may subject to the applicable laws amend any provision(s) or substitute any of the provision (s) with the new provision(s) or replace this Policy entirely with a new policy.

In case of any subsequent changes in the provisions of the Act which makes any of the provisions in this Policy inconsistent with the Act, then the provisions of the Act would prevail over the Policy and the provisions in the Policy would be modified in due course to make it consistent with the Act.