Nomura Fixed Income Securities Limited

Corporate Social Responsibility (CSR) Policy

Address: Ceejay House, Level 11, Plot F Shivsagar
Estate, Dr. Annie Besant Road Worli, Mumbai 400 018,
India Website: www.nomura.com

Copyright © 2021 Nomura
This document is the sole property of Nomura. No part of this document may be reproduced in any form or by any means –electronic, mechanical, photocopying, recording or otherwise – without the prior written permission of Nomura.

VersionsVersion

Release date

Description

1.0

September 2018

Included definition of“Local Area”

2.0August 2019

Included CSR working
group, role of
implementation partner,
items from schedule VII,
removal of appendix A
for current year projects

3.0

March 2021

Modifications carried out
asperthenew

Companies (CSR Policy)
Amendment Rules , 2021

VersionRelease date

Description

Page | 1

CONTENTS
Sr. No.

Particulars

Page no.

1Preamble

32

Introduction

33

CSR Vision34

Objectives of the CSR Policy

35

Applicability, Validity & Review

45.1

Local Area

46

CSR Budget

47

Treatment of Surplus

58

Focus Areas

59

Governance Framework

710

Formulating the Annual Action Plan

1011Planning & Implementation

1012

Monitoring & Reporting

1113Impact Assessment

11Page | 21.

Preamble

The Nomura Fixed Income Securities Limited (hereby referred to as ‘The Company’)
Corporate Social Responsibility Policy (hereby referred to as ‘The CSR Policy’) has
been developed in accordance with Section 135 of the Companies Act 2013 and theCompanies (Corporate Social Responsibility) Rules, 2014 (hereby collectively
referred to as the ‘Act’ in this CSR Policy document) notified by the Ministry of
Corporate Affairs, Government of India.

2.

IntroductionNomura Group (“The Group”) is a leading financial services group and an
Asian based investment bank group headquartered in Japan with an international
network spread across 30 countries.
The Group’s unique understanding of Asia enables it to provide its clients withservices across five business divisions: Retail, Global Markets, Investment Banking,Merchant Banking, and Asset Management.
As a socially responsible Group for several years, the Group contributes tosociety by providing services based on the needs of customers and society andthrough dialogue with its stakeholders, thereby contributing to the solution of manysocial issues around the world.
The Company, an affiliate Company within the Group, with its registered officeat Ceejay House, Dr. Annie Besant Road Worli, Mumbai, through Group-wide
collaboration, is taking the initiative in creating new value and services that it shareswith its stakeholders by drawing on its core skill of “finance” and its “network.”

3.

CSR Vision

The Company is committed to improving the lives of the communities in which it
operates in a sustainable way. It aspires to be a responsible Corporate Citizen, bycontributing to nation building through CSR Projects / Programs, in true letter andspirit.
The CSR Vision of the Company is to build relationships of trust with localcommunities, society and stakeholders as good corporate citizens and tocontribute to developing a sustainable society for future generations.

4.

Objectives of CSR Policy

The CSR Policy, formulated in alignment with the Vision of the Company, lays down
guidelines and mechanisms to be adopted by the Company in order to carryout CSR Projects / Programs.
All CSR Projects / Programs will be conceived and implemented through a focused
approach towards target beneficiaries for generating maximum impact.
CSR Projects / Programs of the Company may be carried out in partnership withcredible implementing agencies.

Page | 3

Applicability, Validity & Review

5.

The CSR Policy shall apply to all CSR Projects / Programs undertaken by theCompany. The Board shall review the CSR policy once in a year and may
amend the same as per the requirement of the Company. The Board may review
and make changes to the policy at any other intervals in case of any change in theAct.
5.1

Local Area

Nomura is a Financial Services organization based out of Mumbai, Maharashtra. Theterm Local Area referred in proviso to section 135 (5) of the Companies Act 2013
(herein after referred to as the “Act”) has not defined in the Act.
Nomura accordingly would like to declare Local Area as area covering the entire stateof Maharashtra. The term Local Area must be seen in a broad sense of understanding.
If proposed CSR activities/projects* are aligned with Nomura’s CSR strategic goals
then preference would be given to take up the project irrespective of the geographicallocation within India.

6.

CSR Budget

The CSR Budget will be allocated as per the provisions of the Act i.e. at least twoper cent of the average net profit calculated as per Section 198 of the Act readwith the Companies (Corporate Social Responsibility) Rules thereof (‘average netprofit’) accrued during the three immediately preceding Financial Years.
The Board of the Company will endeavor to spend in each Financial Year, at least two
per cent of the average net profit on CSR Projects / Programs.
CSR Projects / Programs will be identified and budgets will be allocated througha process incorporating identification of suitable implementing agencies, needassessment (where required) and clear outlining of desired outcomes.
In the event that the amount indicated above is not spent in its entirety in that
Financial Year, the reasons thereof will be outlined as per Section 134(3) (o) of theAct and also adopt any one option from the below mentioned as provided in the Act:
1. In case the project is not an ‘on – going’ projecta. Transfer such unspent amount to the below mentioned Fund specified in
Schedule VII, within a period of six months of the expiry of the financialyear.
- Prime minister's national relief fund,- Prime Minister’s Citizen Assistance and Relief in Emergency Situations
Fund and- Clean Ganga FundPage | 42. In case the project is or is to be considered as ‘Ongoing project’a. Pass a Board Resolution to approve the project as ‘on-going’ if it has notbeen already identified as an ongoing project;b. Open an ‘Unspent CSR bank account’ and transfer the amount which isunspent/ unutilized on the approved CSR project within a period of 30 days
from the end of the Financial Year;c. Ensure completion of the project within 3 years from the date of suchtransfer to the ‘unspent CSR bank account’ of the Company.
In implementing its CSR Projects/Programs the Company

should choose topartner with a registered trust, society or a Section 8 company that fulfill all
requirements of Section 135 of Companies Act, 2013. The Company may
collaborate or pool resources with other entities within the Group to undertake
CSR Projects / Programs. The Company may also enter into partnerships with thegovernment, business partners and communities to achieve a significant impactof the social projects.

7.

Treatment of Surplus

In the event that the Company makes any surplus or profit from pursuing its CSR
Projects / Programs, these will not form part of the business profit and will beinvested back into CSR Projects or shall be transferred to the Unspent CSR Accountand spent in pursuance of CSR policy and annual action plan of the company ortransfer such surplus amount to a Fund specified in Schedule VII, within a period of
six months of the expiry of the financial year
Any amount spent in excess of requirement provided under the Companies Act,
such excess amount may be set off against the requirement to spend up toimmediate succeeding three financial years subject to the conditions that –(i) the excess amount available for set off shall not include the surplus arising outof the CSR activities,(ii) the Board of the Company shall pass a resolution to that effect8.

Focus Areas

The Company shall undertake CSR Projects / Programs that are aligned with areas
listed in Schedule VII of the Act, within the geographical limits of India, for thebenefit of marginalized, disadvantaged and underserved sections of the community
and the environment.

Page | 5

The detailed list of CSR Projects should be within the scope of the following
activities:i.

Eradicating hunger, poverty and malnutrition, promoting health care, including
preventive health care and sanitation, including contribution to the Swacch Bharat
Kosh set ‐up by the Central Government for the promotion of sanitation, andmaking available safe drinking water;ii.

Promoting education, including special education and employment enhancing
vocation skills especially among children, women, elderly, and the differently
abled and livelihood enhancement projects;iii.

Promoting gender equality, empowering women, setting up homes and hostels
for women and orphans; setting up old age homes, day care centres and suchother facilities for senior citizens, measures for reducing inequalities faced bysocially and economically backward groups;

iv.

Ensuring environmental sustainability, ecological balance, protection of flora andfauna, animal welfare, agroforestry, conservation of natural resources andmaintaining quality of soil, air and water, including contribution to the Clean
Ganga Fund set-‐up by the Central Government for rejuvenation of river Ganga;v.

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;

vi.

Measures for the benefit of armed forces veterans, war widows and theirdependents;vii.

Training to promote rural sports, nationally recognized sports, Paralympic sports
and Olympic sports;

viii.

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 andwelfare of the Scheduled Castes, the Scheduled Tribes, other backward classes,
minorities and women;ix.

Contributions

orfunds

providedtotechnology

incubators

locatedwithin

academic institutions which are approved by the Central Government;x.

Rural development projects;

xi.

Slum area development (Amendment Notification dated 6th August 2014)

xii.

Such other activities as may be specified under the Act or CSR Rules from time totime.

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9.

Governance Framework

The Governance Structure for CSR Projects / Programs undertaken by theCompany shall be as represented below:ooo
Board of oDirectorsoooooo

Conduct Due diligence of NGOs
Receive/Recommend proposals fromNGOs
Monitor Implementation & Progress
Aid the CSR Committee and WorkingGroup in their activities
Conduct impact assessment whenrequired

Approve CSR Policy
Approve spend on CSR Projects/Programs
Review Implementation of Projects / Programs
Ensure compliance of all Regulatory Reporting
Review Impact Assessment ReportsoCFO

Certify the Monitoring & Reportingooo

CSR Committeeoo

CSR Working Group

Formulate and recommend the CSR Policy
Recommend CSR Expenditure
Monitor the implementation ofProjects / Programs
Report to the Board
Formulate Annual Action Plan and commission impact
assessment underooooo

Evaluate potential projects
Recommend CSR Projects to theCSR Committee
Execute the CSR Projects / Programs
Monitor the CSR Projects / Programs
Report to the CSR Committee

Page | 7

Board of Directors - The Board of Directors of the Company will be responsible for:▪

Setting up the CSR Committee as per the Act;▪

Approving the CSR policy and list of activities as per Annexure A as
formulated by the CSR Committee;▪

Ensuring that in each financial year the Company spends at least
2% of the average net profit made during the three immediate preceding
financial years;▪

Ensuring that every financial year, funds committed by the Companyfor CSR Projects / Programs are utilized effectively, and regularly
monitoring implementation;▪

Disclosing in its Annual Report the names of CSR Committee members,
the content of the CSR policy and ensure annual reporting of its CSR
Projects / Programs on the Company website; if any &▪

Ensuring annual reporting of CSR Policy to the Ministry of Corporate
Affairs, Government of India, as per the prescribed format, if required▪

Reviewing and amending the Annual Action Plan, during the courseof the financial year based on reasonable justification to that effect;

Chief Financial Officer (CFO): The CFO of the Company or the person responsible forFinancial Management affairs of the Company shall certify that the funds disbursed havebeen utilized for the purpose in the manner approved by the Board on a periodic basis.
CSR Committee - The CSR Committee will consist of all the directors on the Boardof the Company.
The CSR Committee will be responsible for:▪

Formulating the CSR Policy in compliance with the Act;▪

Identifying Projects / Programs to be undertaken as per Schedule VII of the Act;▪

Recommending to the Board the CSR expenditure to be incurred;▪

Regularly monitoring the implementation of the CSR Policy;▪

Identifying and engaging with partners such as NGOs, business
partners etc. for effective implementation of the CSR Policy;▪

Constituting

atransparent

monitoringmechanism

toensure

implementation of the CSR Projects / Programs undertaken by theCompany;▪

Reporting to the Board on the progress of the various CSR Projects /Programs and spends on a regular basis; and▪

Recommending to the Board, modifications to the CSR policy as and whenrequired.

Page | 8

CSR Working Group – The CSR Working Group will comprise of senior
representatives from Nomura offices such as Country Head, Chief Administrative
Officer Chief Financial Officer, Head of Legal, Head of Compliance, Head of HR & CSR,etc.
The CSR Working Group will be responsible for:▪

Select Implementation partner that will assist the CSR Working Group in
the execution of its responsibilities. Oversee the due diligence of thepotential Implementation partner conducted by procurement team andrecommend

theshortlisted

Implementation

partnertotheCSRwith

theselectedCommittee.
▪

Evaluate

potentialprojects,

inconjunction

Implementation partner and select NGOs and CSR projects that are ofgreatest strategic importance to Nomura.
▪

Request Implementation partner to conduct due diligence of the potential
NGOs and the respective CSR projects.

▪

Discuss potential project proposals in the Working Group Meeting andsubmit the minutes of the meeting to the CSR Committee.

▪

Recommend the final CSR projects to the CSR Committee of the Board▪

Oversee implementation of the projects as per implementation plans▪

Trackandmaintainprogress

reports

fortheprojects

throughImplementation partner.
▪

Update the CSR Committee and the Board about the progress of theprojects periodically▪

Conduct impact assessment of projects, as required.

▪

Undertake measures to facilitate and enhance employee engagement inCSR activities▪

CSR Working Groups prior to presenting/suggesting any new NGO partner
to the CSR Committee may choose to discuss the project details and NGO
details with Head of Legal and/or Head of Compliance and/or Country
Head.

▪

Meet as a group periodically, along with the Implementation partner, toreview project proposals, oversee progress of CSR projects in terms ofprogrammatic achievements and financial utilization; review documents
and presentations for the CSR Committee and the Board; and any otherCSR related matters that require attention.

Page | 910.

Formulating the Annual Action Plan

The CSR Committee shall, at the beginning of each financial year, submit an annual
action plan to the Board detailing the list of CSR activities planned for that financial
year, along with the proposed implementation schedules, monitoring mechanism andif impact assessment is required to be undertaken in case of applicable projects. TheCSR Committee will monitor the implementation of the CSR projects and recommend
changes to the action plan during the year if so required and recommend such
amended plan to the Board, along with sufficient justification for such changes
The CSR committee will submit an Action Plan to the Board. The plan encompasses
the following components;
Section 1 - Summarya. CSR budget allocatedb. CSR budget pending for allocationc. CSR budget utilized by implementation agencies
Section 2 - Detailed plan (covering allocation and utilization)a. List of approved projects
b. Implementation mode and timelines
c. Budget
Programmatic and Financial utilization status

11.

Planning & Implementation

The Company’s CSR Projects / Programs will, to the extent possible, include
components such as:▪

Clearly defined objectives developed out of existing societal needs ordetermined through baselines / studies / research, where considerednecessary / feasible▪

Identified sectors, geographies and target group / beneficiaries▪

Milestones / Targets and timelines▪

Specification of annual financial allocation▪

Robust monitoring system▪

Reporting framework and system

The mode of implementation of CSR programs will include a combination of direct
implementation and through implementing agencies. The Company will select its
implementing agencies after appropriate due diligence in accordance with applicablelaws.
The Company may use services of expert agencies, consultancy firms, international
agencies as defined under the CSR Rules 2021, etc. wherever required for carryingout surveys, guidance on project design and implementation, impact assessment
surveys, etc.

Page | 10

12.

Monitoring & Reporting

A comprehensive monitoring framework shall be devised by the Company to ensurethat all Projects / Programs are duly implemented as per the CSR Policy. TheCompany’s CSR Committee shall monitor the approved projects. The monitoring andreporting mechanism will include program review, evaluation, documentation
and reporting.

13.

Impact Assessment

Mandatory impact assessment will be undertaken as per the criteria specified underapplicable law, and that the impact assessment reports will be placed before theBoard and disclosed as per the Act and CSR Rules.
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