Corporate Social Responsibility Policy

SATAKE INDIA ENGINEERING PRIVATELIMITEDP a g e |1

Corporate Social Responsibility Policy

I. AIMS AND OBJECTIVESThe Company intends to make a positive difference to society and contribute its sharetowards the social cause of betterment of society and area in which companies operates.
The Company aims to create educated, healthy, sustainable and culturally vibrantcommunities. We also contribute as a company to various charitable causes and we seek toparticipate in ways that touch people's lives in these communities.
In this regard, the Company has made this policy which encompasses the Company’s
philosophy for delineating its responsibility as a Corporate Citizen and lays down theguidelines and mechanism for undertaking socially useful programmes for welfare &sustainable development of the community at large and titles as the “Corporate Social
Responsibility (CSR) Policy” which is based as per the Companies Act, 2013 and rules madethere under.
This policy has been formulated and recommended by the CSR Committee and adopted by
the Board of Directors at its meeting held on N o v e m b e r 1 9 , 2014. The Board may,upon recommendation of the CSR Committee, amend or modify this CSR Policy as andwhen necessary.
II. DEFINITIONS

Act means Companies Act, 2013, as amended and modified from time to time.

Areas of Interest means the areas of interest as identified by The Company for
implementing CSR goals and shall include the areas specified in Clause (B)(2) of thisCSR Policy and shall include all CSR Activities as defined under the Act and CSR
Rules from time to time.

Board means Board of Directors of the Company.

Company means Satake India Engineering Private Limited.

Corporate Social Responsibility (CSR) means and includes but is not limited to:1) Projects or programs relating to activities specified in Schedule VII to theCompanies Act, 2013; or2) Projects or programs relating to activities undertaken by the Board of Directorsof the Company in pursuance of the recommendation of the CSR Committee andapproved by the Board as per this policy.

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Corporate Social Responsibility Policy

CSR Committee means Corporate Social Responsibility Committee constituted by
the Board pursuant to section 135 of the Companies Act, 2013.

CSR Activities shall mean the specific activities listed in the Annexure that various
Organizations shall engage in which shall be funded by The Company in accordancewith the Act and CSR Rules.

CSR Commitment shall mean at least 2% of the average net profits of The Company
made during the three immediately preceding financial years as described in Clause(F) of this CSR Policy for conducting its CSR activities in accordance with the Act andCSR Rules.

CSR Policy means CSR Policy of The Company (Satake I n d i a E n g i n e e r i n g
Private Limited).

CSR Proposals shall have the meaning ascribed to the term in Clause (G)(3) of thisCSR Policy which shall be in accordance with the Act and CSR Rules.

CSR Rules means the Companies (Corporate Social Responsibility) Rules, 2014, asamended and modified from time to time.

Employees means Employees of The Company.

Funding shall mean the disbursements that are to be made to an Organization
pursuant to this CSR Policy, with the prior approval of the CSR Committee and theBoardin accordance with the Act and Rules.

Organizations means Such organizations including NGOs as are permitted toreceive Funding in accordance with the Act and CSR Rules.

Net Profit means the net profit of the Company as per its financial statement
prepared in accordance with the applicable provisions of the Companies Act, 2013,
but shall not include the followings, namely:-1) Any profit arising from any overseas branch or branches of the Company, whether
operated as a separate company or otherwise, and2) Any dividend received from other companies in India, which are covered underand complying with the provisions of section 135 of the Companies Act, 2013.

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Corporate Social Responsibility Policy

Provided that net profit in respect of financial year for which the relevant financial
statements were prepared in accordance with the provisions of the Companies act 1956
shall not be required to be re-calculated in accordance with the provisions of theCompanies Act 2013.
Words and expressions used in this policy and not defined herein but defined under theCompanies Act, 2013 shall have the same meanings respectively assigned to them.
III. PURPOSE

This CSR Policy establishes the scope, CSR goals of The Company and Funding approval
process. This CSR Policy shall operate as the corporate responsibility policy of The
Company for the purposes of Section 135 of the Act and CSR Rules.
IV. CONSTITUTION, COMPOSITION AND SCOPE OF CORPORATE SOCIALRESPONSIBILITY COMMITTEE (CSR COMMITTEE)(a) Constitution and composition of the CSR Committee:

The CSR initiatives/activities of the Company will be identified and initiated by the CSR
Committee comprising 3 (three) Members. Subject to the requirements of the Act, theBoard may increase or decrease the size of the CSR Committee by passing a resolution.
The members of the CSR Committee shall elect one of them as the Chairman of theCommittee. The CSR Committee shall recommend to the Board the amount of expenditure
to be incurred by the Company on CSR activities and the Board will ensure that theactivities as are included in the CSR Policy are undertaken by the Company subject to andin accordance with the provisions of section 135 of the Companies Act, 2013.
The current members of the CSR Committee shall be the following:
NameTitle

Role in the CSR Committee

Shoichi Tanaka
Kazuyuki Kihara
Mahajan Kumar Bajaj
RajinderDirector
Director
Director

ChairmanMemberMemberP a g e |4Corporate Social Responsibility Policy(b) Invitees to the CSR Committee:

The CSR Committee may, at its discretion, invite employees of The Company from time totime to participate in the meetings of the CSR Committee and assist the CSR Committee inthe implementation of the CSR Policy. Invitees to the CSR Committee meetings shall beentitled to participate in the deliberations of the CSR Committee but will not be entitled tovote at the meetings of the CSR Committee.
(c) Scope of the CSR Committee:

The CSR Committee has been set up to:Formulate and recommend to the Board CSR Policy which shall indicate theactivities to be undertaken by the Company as detailed in the Schedule VII to theAct

Recommend the amount of expenditure to be incurred on the activities referred toin the CSR Policy

Monitor the CSR Policy from time to time(d) Modalities of execution of the CSR Projects:

The modalities of the execution of the CSR projects or programs and their implementation
along with the monitoring process of such projects or programs as decided by the CSRCommittee.
(e) Decisions by the CSR Committee:
The CSR Committee shall at all times act in a manner that is consistent with theprovisions contained in this CSR Policy, the Act and CSR Rules.

The CSR Committee shall endeavor to arrive at all decisions by a consensus of allMembers. However, in the event the CSR Committee is unable to arrive at such aconsensus, the Chairman of the Committee may make the final decision.

All decisions of the Committee shall be ratified by the Board.

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Corporate Social Responsibility Policy(f) Meeting of the CSR Committees


The CSR Committee shall meet as frequently as it determines necessary but at least
once in a year.

The CSR Committee shall maintain minutes of each of its meetings.

The CSR Committee shall review proposed projects and make recommendations tothe Board for approval of such projects and allocation of Funding in accordance withthe CSR Committee charter.

The final decision with regards to the acceptance or rejection of a CSR Proposal shallbe with the Board.

V. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES (Areas of interest)

The Company shall upon the recommendation of its CSR Committee and with necessary
approval of the Board, can undertake any of the following activities, as part of its corporatesocial responsibility initiatives, which are defined in Schedule VII of the Companies Act
2013;(a) Areas of Interest:
1. Eradicating hunger, poverty and malnutrition, promoting health care including
preventive health care and sanitation and making available safe drinking water;
2. Promoting education, including special education and employment enhancing
vocation skills especially among children, women, elderly, and the differently abledand livelihood enhancement projects;
3. Promoting gender equality, empowering women, setting up homes and hostels for
women and orphans; setting up old age homes, day care centers and such otherfacilities for senior citizens and measures for reducing inequalities faced by sociallyand economically backward groups;
4. Ensuring environmental sustainability, ecological balance, protection of flora andfauna, animal welfare, agro forestry, conservation of natural resources andmaintaining quality of soil, air and water;P a g e |6

Corporate Social Responsibility Policy

5. 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;
6. Measures for the benefit of armed forces veterans, war widows and theirdependents;
7. Training to promote rural sports, nationally recognized sports, Paralympic sports
and Olympic sports;
8. Contribution to the Prime Minister's National Relief Fund or any other fund set upby the Central Government for socio-economic development and relief and welfareof the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities
and women;
9. contributions or funds provided to technology incubators located within academic
institutions which are approved by the Central Government;
10. rural development projects

Provided that, the CSR projects and programs or activities that benefit only the employeesof the Company and their relatives shall not be considered as CSR activities.
Also, the CSR activities undertaken in India only will be taken into consideration, in orderto satisfy the requirement of section 135 of the Companies Act 2013.
(b) The Company may update the above list as per Section 135 and Schedule VII of the Act
as amended from time to time.
(c) The Company focuses its philanthropy primarily in geographic regions of India where
The Company has a business presence. However, The Company may contribute tocauses in other parts of India, if the CSR Committee is of the opinion that suchcontribution is appropriate.
(d) The Company will publish the list of specific projects / programs it plans to undertakefor any financial year, and the modalities of execution, including implementation plan
will be published as an Annexure to this policy from time to time.

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Corporate Social Responsibility Policy

VI. IMPLEMENTATION AND RESOURCES FOR THE CSR ACTIVITIESFor achieving its CSR Initiatives and Activities through implementation ofmeaningful & sustainable CSR programs, the Company needs to allocate, in every
financial year, at least 2% (two per cent) of the average net profit made by theCompany during the three immediately preceding financial years.
The average net profit of the Company shall be calculated in accordance with section
198 of the Companies Act 2013.
The CSR Commitment shall comprise of the following:- 2% (two percent) of the average Net Profits of The Company for the last 3(three) financial years;- Any income arising from the CSR Commitment; and- Surplus arising out of CSR activities, if any.
If in case the Company fails to spend such amount, the Board shall, in its report
made under clause (o) of sub-section (3) of section 134, specify the reasons for not
spending the prescribed amount.

The surplus arising out of the CSR projects or programs or activities shall not form
part of the business profit of the Company.

CSR expenditure shall include all expenses including contribution to corpus for
projects or programs relating to CSR activities approved by the Board on therecommendation of CSR Committee, but should not include any expenditure on anitem not in conformity or not in line with the activities which fall within the purviewof Schedule VII of the Act.

The CSR Committee may identify external organizations and / or entities to assist
with the various aspects of implementation of this policy including but not limited toidentifying Organizations, obtaining CSR Proposals, conducting due diligence ofOrganizations etc. from time to time as approved by the CSR Committee and theBoard. The CSR Committee shall institute a transparent monitoring mechanism for
implementation of the CSR activities or programs undertaken by The Company.

Identification of CSR Proposals : The CSR Committee may identify and receive CSR
project proposals from an Organization in line with Areas of Interest as set out
herein provided:

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Corporate Social Responsibility Policy

CSR proposals received from an Organization shall include the following:(i)information about the Organization and projects that they have undertaken in
the past three years;(ii)

Proven track record of the organization for the past 3 (three) years in the area of
project activity that it has been nominated for.

(iii)

Information of the project and the activities that the Organization proposes toundertake in relation to which Funding is sought from The Company;(iv)

contain detailed budget indicating various heads under which expenditure is
proposed to be made and the quantum of such expenditure;(v)

The impact of the activities that are proposed to be conducted;(vi)

Any other information that may be material for The Company to make an
informed decision on supporting the project. Such information may include but
is not limited to relationships that the Organization (directors, employees, etc.)
may have with any Employee of The Company;(vii)

Proof of registration under the Foreign Contribution (Regulation) Act, 2010.

(viii) A completed Funding Request Form of The Company.
Upon receipt of Proposals, the CSR Committee shall conduct appropriate due
diligence of the CSR Proposal and the Organization either directly or throughexternal organizations and/ or entities to ensure alignment with this CSR Policy andto ascertain the following:

P a g e |9(i)Relevance of the CSR Proposal to the Areas of Interest.

(ii)

Appropriateness of project financials, the budget and timelines.

(iii)

Impact on targeted beneficiaries.

(iv)

Is the CSR activity permitted under the Act and Rules.

(v)

Assessing whether the proposal is purely philanthropic;

Corporate Social Responsibility Policy

Has no activities that are solely for the benefit of employees and their families;

Has no political contribution;

Approval Process:(a) Upon receipt of the CSR proposal, the CSR Committee shall evaluate the same inaccordance with this policy.
(b) The CSR Committee may take such time as it deems necessary to deliberate andcome to a conclusion regarding a CSR Proposal. The CSR Committee may, approve ordecline a CSR Proposal.
(c) All Funding to Organizations must be approved in advance by the CSR Committee
and the Board and such approval shall be obtained prior to making any commitment
to the Organization in this regard.
(d) Subsequent to the approval of the CSR Proposal by the CSR Committee, the CSR
Proposal shall be placed before the Board together with the recommendations of theCSR Committee for its consideration and approval. The Company will provide
Funding only to such projects as may be approved by the Board.
Post Approval Process(a) Subsequent to the approval of the CSR Proposal by the Board, The Company and theOrganization shall enter into appropriate documentation regarding the terms of theFunding and the manner in which such Funding shall be disbursed by The Company.
Such documentation shall be in a form and substance that is acceptable to the CSR
Committee and the Board.

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Corporate Social Responsibility Policy

OUR APPROACH TO IMPLEMENTATION:

We will strive to implement the aforesaid CSR activities on our own to the extent
possible. However, the principle implementer of our CSR activities would include:- Collaborating with various organisation, which are registered as a Trust or a section
8 company under the Companies Act, 2013 or Society or NGOs or any other form ofentity incorporated in India that specialise in the aforesaid activities.

- Contribution to various funds which are aligned with our Vision and Mission e.g.
i.

Prime Minister's National Relief Fundii.

Any other fund set up by the Central Government for :socio-economic development and relief.
for the welfare of Scheduled Castes, the Scheduled Tribes, other Backward
classes, minorities and women.

VII. MONITORING MECHANISM(1) Organizations receiving Funding will be required to provide evaluation
information on a periodic basis with details on the status of the CSR Activities,
including details concerning the project deliveries, costs incurred, and in amanner prescribed by The Company.
(2) A summary of these reports shall be tabled before the meetings of the CSR
Committee.
(3) Detailed reports will be available for further perusal of the members of the CSR
Committee as required.
(4) The Company reserves the right to suspend payments to an Organization thatdelays and or fails to provide, to The Company’s satisfaction, details concerning
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Corporate Social Responsibility Policy

VIII. REPORTING MECHANISM

The Company shall publish its annual report on CSR Activities in its Directors
Report in the manner prescribed under the Companies Act 2013 and the CSR Rules.
This policy will also be available on The Company’s website.

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