Corporate Social Responsibility Policy

b. For achieving this objectives the Company shall focus

• Involving stakeholders participation for such project
• Involving Employees
• Reporting and fair disclosure
• Innovate new technology to achieve Eco-efficiency
• Neutral selection policy in alignment of Mission and Vision of the Company

3. CSR Activities

• The Company shall undertake various CSR activities, projects or programs in India falling within the purview of the Schedule VII to the CA 2013 and the same to be interpreted liberally. If the Board deem other areas or project as appropriate the Company may also include it in the list of CSR programs.
• Preference for any CSR activities will be given to the local area(s) around the Registered office / factory/ works of the Company, where it operates.
• Every CSR Project will specify the implementation schedule indicating the starting date, date of completion and likely benefits etc.

Following are focused area of company’s CSR Goals:

• Physical and Mental Health, Happiness and Well being
• Serve destitute and under privileged
• Food for hungry
• Gender equality, Save Girl Child , Education and employment for Girl child
• Skills Development and Entrepreneurship
• Ensuring Environmental Sustainability
• Rural Development Projects.
• Disaster Management
• Go Green movement
• Save Water

4.Role of the CSR Committee

A. Oversight of the development of the CSR vision, strategy, policies and plan

• Recommend the Board the objective of Corporate Social Responsibility (CSR) to generate conducive environment to conduct the business in a socially responsible manner and to carry on business activities in the ethical way with regards to legal obligations and commitments;
• Formulate and recommend to the Board, the Corporate Social Responsibility Policy (CSR Policy) which shall indicate the activities to be undertaken by the company in the areas or subject specified in Schedule VII to the Companies Act, 2013 integrating company’s vision ,mission, focus area and resources;
• Monitor CSR Policy of the company from time to time and recommend to the Board for modification(s) to the CSR Policy as and when required;
• Formulation and recommendation to the Board Annual Action Plan (AAP) in pursuance of the CSR Policy of the company detailing therein the process of selection of CSR project, comprehensive budget, activity wise budget, involvement of employees, execution strategy, rational and benefits of such expenditure of selected CSR projects. In addition such AAP shall include the following namely:-
• The list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
• The manner of execution of such projects or programmes;
• The modalities of utilization of funds and implementation schedules for the projects or programmes;
• Monitoring and reporting mechanism for the projects or programmes; and
• Details of need and impact assessment, if any, for the projects undertaken by the company;
• Recommend to the Board the amount of expenditure to be incurred on various activities in a financial year as per CSR Policy and Annual Action Plan;

B. Oversight of the development of the CSR vision, strategy, policies and plan

• Establish steps for the effective implementation, maintenance, periodic reviews and improvement in CSR system in the company;
• Recommend to build CSR capacities of own personnel or of implementing agencies and to take measures to involve the employees in CSR activities of the company;
• Monitor the implementation of CSR Program undertaken by the company;
• Instituting and recommending fair, transparent, accountable monitoring mechanism for implementation of CSR activities undertaken by the company;
• Integrating, implementing and promoting socially responsible behavior and conduct throughout company in every department and functions, its practices and policies, including company’s Sustainability Policy, Employee Manual, Governance Manual, Code of Conduct for Directors and Senior Management, Communication Policy, Whistle Blower, Community Engagement Policy and Code of Ethics. Ensuring governance, disclosure and legal compliances with respect to CSR obligations of the company;
• Analyze governance framework and identify the gaps in the light of company’s Mission and make continuous improvement in Governance Framework for CSR activities of the company;
• Plan regular Internal Audit programs, taking on record CSR Reconciliation Statement every quarter and identify any surplus, unspent or carry forward amount with regards to CSR activities of the company;
• Recommend the Board modalities and manner for the transfer of ownership of Capital Assets, if created or acquired, through CSR spending;
• Develop and suggest the Board, Standard Operating Process (SoP) for manner of execution of any CSR Projects and modalities of use of funds, factor risk assessment for any CSR project selected and plan for its management and control;

C. Oversight of the external communications policies

• Oversea the publication, internally and externally, of corporate responsibility performance and plans using the Company’s website, annual report and other such methods of communication as are considered necessary. To approve performance measures and KPIs, their audit, verification and inclusion within the Annual Report;
• Encourage and protect whistle blowers and recommend disciplinary action to the Board against the wrong doers;
• Suggest agencies to have Need Assessment and Impact Assessment of any CSR Project of the company for monitoring the quality and efficacy of CSR project of the company;
• Communicating commitments, performances, reports and other information in timely and legal manner and review the quality of any reporting to external stakeholders concerning CSR matters (to form part of the Annual Report)
• Identifying and suggesting the Board, the Implementing Agencies for any CSR Program with Due Diligence and develop Standard Operating Process (SoP) for such Due Diligence;
• Obtain professional advice from external sources for the purpose of accomplishment of overall CSR objectives laid down under the Act and aligning it with the Mission of the company;

D. Other responsibility;

• Review and evaluate the performance of the Committee and these terms of reference to ensure that it is operating at maximum effectiveness, and recommend any changes it considers appropriate for the Board’s approval;
• The Committee may delegate any or all of its powers and authorities set out in these terms of reference to a sub-committee of the CSR Committee;
• Any other matter as may be considered expedient in furtherance of and to comply with the CSR Policy and CSR activities of the company;
• In carrying out its responsibilities the Committee shall work and liaise as necessary with all other Board committees, and give due consideration to all relevant laws, rules, regulations and regulatory requirements and guidance applicable to the company.

5. Annual Action Plan

• An Annual Action Plan (AAP) will be formulated and recommended to the Board by CSR Committee. However the Board may alter such Annual Action Plan at any time during the financial year based on the reasonable justification.
• For formulation of AAP, CSR Committee to consider following factors:
• Availability of required resources
• Capacity of Implementing Agency
• Need analysis for the project
• Cost - Benefit analysis
• Desired Outcome of the Project
• Safety and Health
• Quality of goods or services
• Contribution with business excellence
• Creation or Acquisition of Capital Asset

6. Role of the Board

• The Board to satisfy itself that the funds disbursed for any CSR project have been utilized for the purposes and in the manner as approved by it ; and
• The Chief Financial Officer (CFO) or the person responsible for financial management in the Company shall certify the details spent as per Board approval.

7. Principle for Selection, Implementation, Monitoring and Evaluation

• The selection of CSR Project will be based on approach of the Company that integrates all components by carefully balancing the complex inter-relationship among the Board of Directors, CSR Committees, Finance, Compliance & Assurance teams, Auditors and the senior management and beneficiaries;
• The Company may collaborate or pool resources with other companies to undertake CSR project, program or activities;
• The Chairman of CSR committee shall draw a time frame from the date of initiation of Projects or Programs. Any delay noticed by the Chairman while monitoring the activity, the Committee shall take adequate remedial measures for timely completion of the Project ;
• Any official from CSR committee or any other person authorized by CSR committee may independently review the performance of any CSR Project by visiting the sites;
• In case of any Ongoing Project, the Board shall monitor the implementation of such Project with reference to approved timelines, year wise allocation and shall make modifications, if required, for smooth implementation of the Project within the overall permissible time period;
• The Company may engage International Organizations for designing, monitoring and evaluation of the CSR projects or programmes;

8. CSR Governance and compliances

• The Company shall maintain valuable relationship and trust with all its stakeholders ;
• The CSR Committee will define the roles of employees in CSR department of the Company;
• The finance head / CFO will provide monthly report to the CSR Committee as per format approved by CSR Committee;
• The CSR Committee will meet frequently but at least once in six months to Internal Auditors, Statutory Auditors and CSR Experts or Consultants;
• Robust Whistle Blower Policy to be developed and transparent and fair communication shall always remain the culture of the Company;
• For better and high performance of the CSR Committee , the Company shall always ensure and enhance the process for the Committee meetings and agenda/ notes/papers be circulated in advance for effective meeting of the Committee;
• The Company to be compliant of all local laws and provide value to all its stakeholders.

9. Treatment of Surplus

• Any surplus arising out of the CSR activities shall not form part of the business profit of the Company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account of that Financial Year and spent in pursuance of CSR policy and Annual Action Plan ; or
• Transfer such surplus amount to a Fund specified in Schedule VII to the CA 2013, within a period of six months of the expiry of the financial year.

10. Contact

• The Compliance officer can be contacted for any queries regarding the CSR Policy. Email address is narayan@escanav.com.

11. Annexure –A

Documents require from Implementing Agency
• Profile of Implementing Agency with its past three years track record for similar activities
• Certificate of Registration of Section 8 company with MoA & AoA
• Certificate of Registration of Charitable Public Trust with Trust Deed
• Certificate of Registration of Society with its Byelaws / Rules for Governance
• Certificate of registration under Section 12A of Income Tax Act, 1961
• Certificate of registration under Section 80G of Income Tax Act, 1961
• Form CSR-1 filed with MCA and Unique Registration CSR number

Implementation

• The MSSPL Board of Directors has constituted a Corporate Social Responsibility Committee (CSR Committee or the Committee) with all its three directors, including one non-executive director.
  Following are the members of the CSR Committee :
  1) Mr. Govind Rammurthy - Chairman
  2) Mr. Vaidyanatha Ramamurthy - Director
  3) Dr. (Mrs) Aparna Govind - Director
• The Committee shall identify programmes/projects in which the CSR activities can be undertaken and recommend to the Board from time to time.
• The programmes/ projects can be undertaken directly through MSSPL or through Trust/ NGO who is having a track record of at least 3 years.
• The committee may invite such outside expert / consultant or any other person as it may deem fit for the purpose of CSR activities.
• CSR activities may also be undertaken in collaboration with other companies.
• The committee shall recommend to the Board, at the beginning of the Financial year or as early thereafter, the amount to be spent on CSR activities for that Financial year.
• The committee may also recommend allocation of certain portion of the CSR spend for some identified activities / projects
• The programmes/projects which benefit only to the employees of the company and their families shall not be considered for CSR activities.