CSR Policy

EXG PROJECT LOGISTICS (BD) LIMITED

CORPORATE SOCIAL RESPONSIBILITY POLICY

1.    SHORT TITLE AND APPLICABILITY:

a. This policy which encompasses the philosophy of EXG Project Logistics (BD) Limited (“Company”)  for delineating  its responsibility  as a corporate citizen and lays   down   the   guidelines   and   mechanism   for   undertaking   socially   useful programmes for welfare and sustainable development of the community at large, is titled as the ‘EXG Project Logistics (BD) Limited CSR Policy’.

a. This policy which encompasses the philosophy of EXG Project Logistics (BD) Limited (“Company”)  for delineating  its responsibility  as a corporate citizen and lays   down   the   guidelines   and   mechanism   for   undertaking   socially   useful programmes for welfare and sustainable development of the community at large, is titled as the ‘EXG Project Logistics (BD) Limited CSR Policy’.

b.   The Policy lays down the guidelines and mechanism for undertaking socially useful programs for welfare & sustainable development of the community at large. This policy  shall  apply  to all  Corporate  Social  Responsibility  (“CSR”)  initiatives  and activities to be undertaken by the Company.

c.   This CSR Policy shall operate as the Corporate Social Responsibility Policy of the Company for the purposes of Section 135 of the Companies Act, 2013 and the rules made thereunder, as amended from time to time.

2.    VISION AND OBJECTIVE:

a.   In  alignment   with  vision  of  the  Company,   the  Company,   through  its  CSR initiatives,  will  enhance  the  welfare  of  the  society  so  as  to  promote  sustained growth for the society in fulfillment of its role as a socially responsible corporate.

b. The “CSR Policy” encompasses the company’s philosophy for delineating its responsibility as a responsible corporate citizen.

c.   The broad objective of this CSR Policy is to:

•    Ensure an increased commitment at all levels in the organisation, to operate its business in an economically, socially and environmentally  sustainable manner, while recognizing the interests of all its stakeholders.

•    Directly or indirectly take up programmes that benefit the communities in and around its work centers and results, over a period of time, in enhancing  the quality of life and economic well-being of the public at large.

•    Generate, through its CSR initiatives, a community goodwill for the Company which will help and reinforce a positive and socially responsible image of the Company as a responsible corporate entity.

3.    CSR PROJECTS / PROGRAMES:

a. The  Company  proposes  to  serve  the  society  by  undertaking  CSR  projects  / programs and proactively responding to the needs of the community preferably in the economic proximity of the Company’s operations.

b. The  Company  proposes  to  adopt  one  or  more  of  the  following  CSR  projects  / programmes / activities as prescribed by applicable laws, including Schedule VII of the Companies Act, 2013, as amended from time to time:

•    Promoting  education,  including  special  education  and  employment  enhancing vocation  skills  especially  among  children,  women,  elderly,  and the differently abled and livelihood enhancement projects to improve & facilitates the literacy levels in various sections of the society;

•    Providing abundant & stable supply of water as the same is basis need of the society, provide support & infrastructure  at each stage of water conservation, water preservation, water re-charge and  waste water treatment;

•    Providing facilities to communities and other sections of the society in the form of primary  health  care  support  through  diagnosis  and  treatments,  promoting preventive   healthcare,   building   awareness   about   sanitation   and   providing monetary  support,  setting  up  and  managing  rehabilitation  centers,  medical camps, creating awareness through various programs, etc.

•    Eradicating hunger, poverty and malnutrition, promoting health care (including preventive health care) and sanitation and making available safe drinking water;

•    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, agro forestry, conservation of natural resources and maintaining quality of soil, air and water;

•    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

•    Development  of areas which  have been declared  as slum area by the Central Government or any State Government or any other competent authority under any law for the time being in force.

c.  The CSR activities shall be undertaken within the territory of the Republic of India. d.  No specific CSR projects or programmes shall be undertaken in pursuance of normal

course of business of the Company.

e.  In  furtherance   of  specific   CSR   projects   or  programmes,   the  Company   may collaborate   with   NGOs   and   other   like-minded   stakeholders,   including   other companies, registered trusts and societies, in order to leverage upon the collective expertise, wisdom and experience that such relationships may bring.

Corporate Social Responsibility Policy

EXG Project Logistics (BD) Limited

4.    CSR COMMITTEE:

a. For  effectively  carrying  out  the  above-mentioned  objectives,  the  company  has constituted the “Corporate Social Responsibility Committee” (the “CSR Committee”) in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, to ensure that the purpose of this Policy is being achieved.

b. The CSR Committee of the Company shall comprise of three or more Directors as decided by the Board from time to time.

c.  The CSR policy and programs shall be implemented, managed and supervised by the

CSR committee appointed by the Board of Directors of the Company.

d. For the relevant financial year, the Board’s report shall disclose the composition of the CSR Committee.

5.    ROLES AND RESPONSIBILITIES OF THE CSR COMMITTEE:

The CSR Committee shall:

•    Formulate and recommend to the Board of Directors, the CSR policy and indicating activities to be undertaken.

•    Decide  the  CSR  Projects  or  Programs  to  be  taken  up  by  the  Company  either directly or through registered trust or registered society or a Company established by the Company or its holding or subsidiary or associate Company under Section 8 of the Act or otherwise.

•    Place before the Board the CSR projects or programs proposed to be taken up by the Company for approval, each year.

•    Oversee the progress of the CSR Projects or Programs rolled out under this Policy as may be required.

•   Define and monitor the Budgets for the carrying out the Projects or Programs.

•   Recommend the amount of expenditure for the CSR activities.

•    Submit a Report to the Board of Directors on all CSR Activities undertaken during the Financial Year and the CSR Policy of the Company shall be displayed on the Company’s website.

•   Monitor and Review the implementation of the CSR Policy.

6.    ROLE AND RESPOSIBILITIES OF THE BOARD:

a. The Board shall take into account the recommendations of the CSR Committee and provide appropriate instructions / directions to the CSR Committee when required.

b. The Board shall consider the CSR Policy formulated  by the CSR Committee  and approve the same with or without modifications, if required.

Corporate Social Responsibility Policy

EXG Project Logistics (BD) Limited

c.  The Board shall ensure that activities included by the Company in the CSR Policy are in accordance with Schedule VII of the Companies Act, 2013 as amended from time to time.

d. The Board shall consider the budgetary allocation proposed by the CSR Committee and approve the same with or without modifications, if required.

e.  The Board shall ensure that the CSR activities undertaken by the Company are in accordance with the CSR Policy of the Company.

f.  The Board shall monitor the CSR activities of the Company in accordance with its

CSR Policy and the law.

7.    FINANCIAL OUTLAY FOR CSR ACTIVITIES :

a. Every year, the Company shall with the approval of its Board of Directors make a budgetary  allocation  for  CSR  activities/  projects  for  the  year.  The  budgetary allocation will be based on the profitability of the Company and the requirements of applicable laws.

b. The Company expects to spend the budgeted amount allocated for CSR activities/ projects  planned  for  each  financial  year,  within  that  year.  If for  any  reason,  the budget  of  a  year  remains  unutilised,  the  same  may  be  carried  forward  as  the discretion of the Board to the next financial year for expenditure on CSR activities, which were planned for implementation in the previous year, but could not be completed due to some reason. The CSR Committee and the Board of Directors will disclose the reasons for not being able to spend the entire budgeted amount on the CSR activities as planned for that particular financial year in the Boards’ Report of the Company.

c.  Any surplus arising out of the CSR activities, projects or programs shall not form part of the business profits of the Company.

8.    IMPLEMENTATION APPROACH:

a. Board of the company may undertake its CSR activities through registered trust or registered society, or a company established by the company or it’s holding or subsidiary or associate company under Section 8, of the Act or otherwise, provided that, if such trust, societies or company is not established  by the company or it’s holding or subsidiary or associate company, it shall have an established track record of three years in undertaking similar projects and programs.

Provided  also  that,  the  company  has  specified  the  projects  or  programs  to  be undertaken  through  these  entities,  the modalities  of utilization  of funds  on such projects and programs and the monitoring and reporting mechanism.

b. The company may also collaborate with other companies for undertaking projects or programs or CSR Activities in such a manner that the CSR committees of respective companies  are in a position to report separately  on such projects or programs in

Corporate Social Responsibility Policy

EXG Projecct Logistics (BD) Limited

accordance with applicable rules. However the CSR Committee of such group Companies or Associate Companies shall provide separate reports on such projects or programmes in accordance with the applicable laws.

c.  The Company may use services of expert agencies, consultancy firms etc. wherever required for carrying out base line surveys, guidance on project design and implementation, impact assessment surveys etc.

d. The  CSR  Committee  from  time  to  time  will  specify  the  list  of  activities  to  be undertaken by the company and shall place before the Board the status update of the projects  and programs  undertaken  specifying  the modalities  of execution  of such activities or projects.

e.  The   CSR   Committee   may   approve   the   outside   agencies   with   whom   the collaborations or association may be established to undertake CSR activities.

9.    MONITORING AND REPORTING:

a. The Board of Directors of the company shall report in the Board’s Report a detailed description as per the prescribed format, of the CSR activities undertaken and status update thereof.

b. The CSR Committee is responsible for undertaking the CSR activities and ensuring that the CSR Budget is utilized as per the statutory requirement.

c.  During every financial year, the CSR Committee will meet at as when required for the purpose  of undertaking  overview  of the CSR  activities.  The  committee  shall review and discuss the scope of the activities or programmes or projects those were undertaken   during   the   financial   year   as   a   part   of   the   company’s   CSR activities/projects. The Board of Directors of the Company shall from time to time review CSR activities of the Company.

10.  AMENDMENT IN CSR POLICY:

a.   All  provisions  of  the  CSR  Policy  would  be  subject  to  revision/amendment  in accordance with applicable laws.

b.   Any or all provisions of the CSR Policy would be subject to revision/amendment by the Board of Directors of the company based on the recommendations of the CSR committee in accordance with the Companies Act, 2013 and rules made thereunder, from time to time.

c.   The  company  reserves  the  right  to  modify,  cancel,  add,  or  amend  any  of  the provisions of CSR policy stated herein above.

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Corporate Social Responsibility Policy