Marudhar Rocks International Private Limited

CIN: U51420KA2010PTC056347

No. 338, 16th A Main, 35th Cross, Jayanagara 4th T Block, Jayanagar, Bangalore 560041

CORPORATE SOCIAL RESPONSIBILITY POLICY

1. PREAMBLE AND LEGAL BASIS

This Corporate Social Responsibility Policy (“Policy”) of Marudhar Rocks International Private Limited (“Company”) has been formulated pursuant to Section 135 of the Companies Act, 2013 (“Act”) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”), as amended from time to time. This Policy reflects the Company’s commitment to contributing meaningfully to society and the environment while conducting its business with integrity and accountability. In the event of any conflict between this Policy and applicable law, applicable law shall prevail.

1. APPLICABILITY AND CSR OBLIGATION

This Policy applies to the Company in every financial year in which it satisfies any one of the following thresholds under Section 135(1) of the Act: (a) net worth of Rs. 500 crore or more; or (b) turnover of Rs. 1,000 crore or more; or (c) net profit of Rs. 5 crore or more, in the immediately preceding financial year.

In every such year, the Company shall spend at least 2% of the average net profits of the immediately preceding three financial years, computed under Section 198 of the Act, on CSR activities in accordance with this Policy and Schedule VII of the Act.

Activities undertaken in the normal course of business, contributions to political parties, and activities benefiting only employees and their families shall not qualify as CSR expenditure.

III.  CSR COMMITTEE

Constitution and Composition

The Board has constituted a CSR Committee under Section 135(1) of the Act, comprising the following Directors:

The Board may reconstitute the Committee from time to time in accordance with the Act. Where the CSR obligation does not exceed Rs. 50 lakh in a financial year, the functions of the CSR Committee shall be discharged by the Board, in accordance with Section 135(9) of the Act.

Functions of the CSR Committee

• Formulate and recommend to the Board this Policy and any amendments thereto.
• Formulate and recommend the Annual Action Plan for each financial year.
• Recommend the amount of CSR expenditure for each financial year.
• Monitor the implementation of CSR activities and ensure proper utilisation of CSR funds.

• Ensure compliance with all applicable CSR provisions and report thereon to the Board.

1. CSR ACTIVITIES — FOCUS AREAS

The Company shall undertake CSR activities in areas specified under Schedule VII of the Act. The primary focus areas are:

The Annual Action Plan shall identify specific programmes under the above focus areas for each financial year.

1. IMPLEMENTATION

Mode of Implementation

CSR activities may be implemented: (a) directly by the Company; (b) through an Implementing Agency — a Section 8 company, registered public trust, or registered society with a valid CSR Registration Number under Form CSR-1, registered under Sections 12A and 80G of the Income Tax Act, 1961, and having at least 3 years of track record in the relevant area; or (c) through any other entity as permitted under the CSR Rules.

Due Diligence

Before engaging any Implementing Agency, the CSR Committee shall verify: registration under applicable law (trust deed / society registration / Section 8 certificate); valid 12A and 80G registrations; valid CSR-1 registration number; DARPAN registration (where applicable); and track record and alignment with Company’s CSR objectives. Due diligence records shall be maintained by the Company.

Annual Action Plan

At the commencement of each financial year, the CSR Committee shall formulate and recommend to the Board an Annual Action Plan specifying: the list of approved CSR projects; mode of execution; modalities of fund utilisation and implementation schedule; monitoring mechanism; and details of any need assessment. The Board may alter the plan during the year on the recommendation of the CSR Committee with reasonable justification.

1. CSR EXPENDITURE

• The Company shall spend at least 2% of average net profits (preceding 3 years, u/s 198) on CSR activities each year.
• Administrative overheads shall not exceed 5% of total CSR expenditure for the year (Rule 7(1), CSR Rules).
• Unspent amount relating to ongoing projects: transfer to Unspent CSR Account within 30 days of year-end; utilise within 3 years; failing which, transfer to a Schedule VII fund within 30 days.
• Unspent amount not relating to ongoing projects: transfer to a Schedule VII fund within 6 months of year-end.
• Excess CSR expenditure may be set off against the obligation for the immediately succeeding 3 financial years (Rule 7(3), CSR Rules).
• Surplus from CSR activities shall not form part of business profits and shall be used only for CSR purposes.

VII.  MONITORING, CERTIFICATION AND DISCLOSURE

• The CSR Committee shall monitor implementation of all CSR projects against the Annual Action Plan through periodic financial and progress reviews.
• Utilisation certificates, statements of expenditure, and progress reports shall be obtained from Implementing Agencies at the close of each project / financial year.
• In accordance with Rule 4(5) of the CSR Rules, the Director responsible for financial management (or the CFO, if appointed) shall certify at the close of each financial year that CSR funds have been utilised for the purposes and in the manner approved by the Board.
• Impact assessment is required only where the Company’s average CSR obligation equals or exceeds Rs. 10 crore and a specific project has an outlay of Rs. 1 crore or more. Where applicable, assessment shall be conducted by an independent agency and the report placed before the Board.
• Annual Report on CSR activities shall be prepared in the format prescribed under the CSR Rules and annexed to the Board’s Report for each applicable financial year.
• This Policy and the composition of the CSR Committee shall be disclosed on the Company’s website in compliance with Rule 9 of the CSR Rules.

VIII.  REVIEW AND AMENDMENT

This Policy shall be reviewed by the CSR Committee as and when required, and any amendments recommended to the Board for approval. Any amendment to the Act or the CSR Rules inconsistent with this Policy shall automatically prevail from the date of such amendment, pending formal revision of this Policy. This Policy is effective from 29th April, 2021, and applies from Financial Year 2021-22 onwards.

For and on behalf of the Board of Directors of Marudhar Rocks International Private Limited