INDIA

Shimizu Corporation India's Commitment to CSR

Shimizu Corporation India Private Limited (hereinafter referred to as “Shimizu Corporation India” or “Company”) believes in making meaningful and lasting contribution to the society. Corporate Social Responsibility (herein after referred to as “CSR”) is instilled in our vision, strategies and management goals. CSR activities or initiatives go far beyond as a compliance requirement and primarily focuses to promote positive impact and sustainable social, environmental, economic benefits to the weaker section of society. Generosity and shared responsibility for the society have long been part of the Indian traditions. We continuously think about transfer of reasonable wealth from successful business endeavours towards society development. Our responsibility does not end with mere thinking, but committed to put resources and efforts to ensure that maximum attention is given for upliftment of weaker section of society by earmarking a portion of Shimizu Corporation India net profit every year for social and philanthropic activities for wide range of educational and socio-economic initiatives.

The amounts will be spent by Shimizu Corporation India for undertaking any or all of the following CSR activities as specified in Schedule VII of the Companies Act 2013 and rules made thereunder or as amended from time to time :

• eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharath 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 vocation 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 centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
• ensuring environmental 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 or the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
• protection of national 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 arts and handicrafts;
• measures for the benefit of armed forces veterans, war widows and their dependents;
• Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports.
• contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
• contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
• rural development projects; and
• Such other activities and programmes as may be prescribed.

POLICY ON CORPORATE SOCIAL RESPONSIBILITY

1.COMPANY BACK GROUND

Shimizu Corporation India Private Limited (hereinafter "Shimizu" or "the Company") - a subsidiary of Shimizu Corporation, Japan is a private limited company incorporated under the laws of India with presence since February 2011. Shimizu is committed to help the Indian lives of the unheard, unserved, poor and needy in a sustainable manner.

2.VISION STATEMENT

Shimizu is committed to manage its business responsibly by making continuous contributions to the sustainable development of society and acting as a good corporate citizen. Our CSR activities are based on the following three pillars:

• Fairness and transparency in business;
• To create value that surpasses expectations; and
• Coexistence with society

3.OBJECTIVE

Shimizu is committed towards improving the life and environment of unheard, unserved, poor and needy people of India by taking initiatives in the field of education and socio-economic condition in a sustainable manner and having long term impact.

4.CSR EXPENDITURE

• The Board of Directors of the Company shall ensure that in each financial year the Company shall spend at least 2% of the average net profit made during the immediately three preceding financial years (Prescribed CSR Expenditure).
• In case of any surplus arising out of Prescribed CSR Expenditure the same shall not form part of business profits of the Company.
• The Company may collaborate resources with other companies whose CSR activities or programmes are same or similar to Shimizu.
• The Company will report in its Board’s report to the shareholders of the Company the CSR expenditure made during the financial years.

5.CSR POLICY

• The CSR Policy of the Company has been approved by the Board of Directors, at its meeting held on 17-03-2015 and shall remain in force until modified by the Board.
• The CSR policy will be implemented by CSR Committee and will be reviewed by the Board of Directors at periodic intervals.

6.CSR ACTIVITIES AND PROGRAMMES

The Company will undertake CSR activities as prescribed in Schedule-VII of the Companies Act 2013 and approved by CSR Committee for implementation in the decided geographies, primarily to improve lives of unheard, unserved, poor and needy people of India. The following shall be primary Shimizu CSR Activities or Programmes:

• Improving environment for Education by providing necessary infrastructure.
• Improving Health, Safety and Welfare of lives of weaker section of the society.

In addition to above Shimizu shall consider undertaking CSR activities or programmes as mentioned in Schedule VII of the Companies Act 2013 (“Act”) as elaborated below:

• eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharath 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 vocation 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 environmental 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 national 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 arts and handicrafts;
• measures for the benefit of armed forces veterans, war widows and their dependents;
• training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
• contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
• contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
• rural development projects; and
• Such other matters as may be prescribed under relevant rules or notification etc.,

7.IMPLEMENTATION OF CSR ACTIVITIES OR PROGRAMMES

The CSR activities or programmes will be undertaken in terms of requirements under Section 135 of the Companies Act 2013 and rules made thereunder. This CSR Policy aims at implementing CSR activities or programmes listed under Schedule VII of Companies Act 2013. To ensure that the activities or programmes are in compliance with Companies Act 2013, review of implementation of the CSR activities or programmes will be made by the CSR Committee members once in a year to take note of the effectiveness.

Location and Target population:

The CSR activities or programmes will focus primarily on the upliftment of lives of unheard, unserved, poor and needy people of India.

Program Execution:

The CSR Committee of the Company shall oversee the management of the CSR programmes or activities. The mode of implementation of the CSR programmes or activities can include either or a combination of any of the following:

• Direct implementation by Shimizu/Implementation through a trust/foundation/society set up by the Company;
• Implementation through partners such as NGOs, registered societies, trust(s), companies etc. The Company may enter into partnerships with like-minded stakeholders, selected through a comprehensive due diligence process.

The focus of CSR activities or programmes will be primarily to provide proper environment of education to weaker section of society and community based on the needs and assessment of the target population

Monitoring and Evaluation of Programme and Activities:

The effective monitoring and evaluation of CSR programmes or activities will be put in place. The monitoring and reporting mechanism is divided into three distinct areas:

• Program Monitoring;
• Evaluation; and
• Reporting / Documentation

The aim of monitoring and evaluation system of the CSR programmes or activities is to measure outcomes, outputs and indicators of the implemented CSR programmes or activities, where possible, against targets and time lines.

8.PROGRAMME MONITORING

Programme or Activities monitoring mechanism will ensure:

• That CSR policy is implemented as per the Companies Act 2013 with Rules and amendments in force.
• That all Programmes / Activities as recommended by CSR Committee and approved by Board are duly implemented.
• That all the expenditure made for CSR Programmes / Activities are in commensurate with the CSR Policy.

CSR spends will be closely monitored and funds shall be released against verified utilizations with supporting documents for the approved Programmes or Activities. Monitoring of CSR programmes or activities may include field visits, documentation and regular interaction with beneficiary communities. CSR spends will be audited in an accountable and transparent manner. A quarterly reporting and review of the CSR spends shall be done by the CSR committee and the same shall be placed before the Board every six month.

9.EVALUATION OF CSR ACTIVITIES

The CSR Committee of the Company shall evaluate the outcomes of the CSR programme or activities with focus on following areas:

• Assessment of the impact on individual households, institutions and the environment.
• Scope of improvement in the quality of implementation of CSR programmes or activities
• Fostering participation, learning and empowerment among the local stakeholder group.
• Extent to which outcomes meet the desired objective

10.REPORTING

The Board of Directors shall include in the Board’s Report of the Company an annual report on CSR Programme or Activities undertaken and spending done during the financial year. The Annual Report on CSR shall include the following:

• Brief outline of Company’s CSR Policy
• Composition of the CSR Committee
• Average net profit of the company for last three financial years
• Prescribed CSR expenditure (2% of the average net profit of last three financial year)
• Details of CSR spent during the financial year
• If the Company fails to spend the prescribed CSR expenditure, the reason thereof
• A responsibility statement by CSR committee that implementation and monitoring is in compliance with CSR objective and Policy of the Company.

11.GOVERNANCE STRUCTURE OF CSR

12.ROLES AND RESPONSIBILITIES

A. Board of Directors:

The following shall be the roles and responsibilities of the Board of Directors:

• Approve the CSR policy of the Company and amendments to the policy
• Form the CSR committee and appoint its members
• Ensure that during every financial year, the prescribed CSR expenditure are effectively utilised on CSR programmes or activities.
• Disclose in its Board Report names of the CSR Committee members, contents of the CSR policy and ensure annual reporting of its CSR activities on the Company website and in the Board Report.

B. CSR Committee:

Composition of the CSR committee:
The CSR Committee will consist of 2 or more directors of the Company.

C. Responsibility of the CSR committee:

The responsibility of the CSR Committee shall be -

• Formulate the CSR policy and identify activities to be undertaken from Schedule VII of the Companies Act 2013.
• Recommend CSR policy to the Board for its approval
• Recommend the CSR expenditure to be incurred (2% of average net profit of last three financial year).
• Identify CSR activities or programmes for the financial year
• Regular monitoring of the implementation, progress and outcome of the CSR programmes and activities.
• Recommend changes/modification in CSR policy to the Board as per amendments made in the provisions of CSR under Companies Act.
• Interact with various organisation /Institutions / stakeholder to ensure effective implementation of Shimizu CSR programmes / activities.

This policy on Corporate Social Responsibility is approved by the Board at its duly held Board Meeting on 17-03-2015.