Nissan Motor India Private Limited Corporate Social Responsibility

1.1   The Corporate Social Responsibility Policy (“CSR Policy”) of Nissan Motor India Private Limited (“Company” and/or “NMIPL”) has been developed in accordance with the applicable provisions of the Companies Act, 2013 and the Rules thereunder (“Act”).

1.2   The CSR Policy in India will focus on initiatives falling within the purview of Schedule VII of the Act, which include, inter alia, education, health, safety and environment. NMIPL will strategically integrate long-term initiatives to support communities for its growth and development. NMIPL’s initiatives are aimed at achieving greater impact through its CSR projects and programs by judicious investment and use of financial and human resources and working with like-minded industry bodies and partners to contribute to the sustainable development of society.

The Company’s primary objective through this CSR Policy is to contribute towards the social growth and development of the community. The Company is also looking to support and encourage employee involvement in community affairs programs and offer opportunities to employees to make a positive impact on the community and provide a common platform to bring together employees from all functions. With heightened awareness of the importance of CSR to the Company’s reputation as a good corporate citizen, employees will be encouraged to participate in the Company’s CSR activities/projects/programs and give back to the society.

4.1   The Company’s focus areas for CSR activities is on the initiatives falling within the purview of Schedule VII of the Act, including but not limited to education, health, safety and environment.

CSR activities will not, however, include the following:

(a) activities which benefit only the employees of the Company and their families;

(b) contribution to any political parties;

(c) activities undertaken outside the country; and

(d) activities undertaken in pursuance of the normal course of Company’s business.

5.1    For achieving the Company’s CSR objectives through implementation of meaningful & sustainable CSR programs, the Company shall endeavor to allocate the following as its annual CSR corpus:

(a) 2% of average net profits made during the three immediately preceding financial years, as prescribed under the Act and unspent amount, if any for any financial year carried forward to the next financial year;

(b) any income arising therefrom; and

(c) surplus arising out of CSR activities.

5.2    It is clarified that surplus arising out of CSR activities/projects/programs shall not form part of business profits of the Company.

6.1  Project Selection: Projects shall be selected on the basis of need identification studies, internal need assessment or receipt of proposals. Projects shall be evaluated against goals and milestones defined for the project together with the implementing agency (if any).

6.2  Project Implementation:

     6.2.1 The Board shall ensure that the CSR Activities are undertaken by the Company itself or through any of the following implementing agencies –

1. Company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and approved under 80 G of the Income Tax Act, 1961 (43 of 1961), established by the Company, either singly or along with any other Company; or
2. Company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or
   Any entity established under an Act of Parliament or a State legislature; or
3. Company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and approved under 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.

6.2.2  The implementation modalities may be modified from time to time.

6.2.3  The Company may engage international organisations for designing, monitoring and evaluation of the CSR projects or programmes as per this CSR policy as well as for capacity building of its own personnel for CSR.

6.2.4  A Company may also collaborate with other companies for undertaking projects or programmes 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 programmes in accordance with these rules.

6.2.5  The Board of a Company shall satisfy itself that the funds so disbursed have been utilised for the purposes and in the manner as approved by it and the Chief Financial Officer or the person responsible for financial management shall certify to the effect.

6.2.6  In case of ongoing project, the Board of a Company shall monitor the implementation of the project with reference to the approved timelines and year wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.

The CSR Committee shall formulate and recommend to the Board, an annual action plan in pursuance of this CSR Policy, which shall include the following, namely:-

1. The list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act.
2. The manner of execution of such projects or programmes as specified in sub-rule (1) of Rule 4.
3. The modalities of utilisation of funds and implementation schedules for the projects or programmes.
4. Monitoring and reporting mechanism for the projects or programmes; and
5. Details of need and impact assessment, if any, for the projects undertaken by the company.

The Board may alter such plan at any time during the financial year, as per the recommendation of the CSR Committee, based on the reasonable justification to that effect.

8.1  The CSR activities shall be implemented by the CSR Governance Council, under the supervision and instructions of the CSR Committee, as approved by the board of directors of the Company (“NMIPL Board”). The governance structure of CSR Committee and the CSR Governance Council shall be as follows:

(a) CSR Committee

      The role and function of the CSR Committee of the Company includes, inter alia, the following:

1. formulate and recommend to the NMIPL Board a CSR Policy in accordance with the Act;
2. constituting the CSR Governance Council and approving any change in the constitution of its membership. Such changes shall be placed before the NMIPL Board from time to time;
3. reviewing and approving CSR activities/projects/programs identified by the CSR Governance Council to be undertaken as per Schedule VII of the Act;
4. recommending to the NMIPL Board the CSR spend to be incurred in respect of the CSR activities/projects/programs;
5. regularly monitoring the implementation of the CSR Policy being done by the CSR Governance Council and making policy decisions in relation to the CSR Policy;
6. constituting a transparent monitoring mechanism to ensure governance and implementation of the CSR activities/projects/programs undertaken by the Company;
7. reporting to the NMIPL Board on the progress of the various CSR activities/projects/programs and spends on a regular basis; and
8. recommending to the NMIPL Board, modifications to the CSR Policy as and when required.

(b) CSR Governance Council

         The role and function of the CSR Governance Council of the Company includes, inter alia, the following:

1. implement the CSR activities/projects/programs as may be approved by the CSR Committee and the NMIPL Board;
2. hold regular meetings to monitor the progress of the CSR activities/projects/programs and the CSR spend made by the Company;
3. prepare implementation reports regarding the CSR projects and the CSR spend and share the same with the CSR Committee for review and approvals;
4. Identify potential projects (in accordance with Schedule VII of the Act) which may require CSR spend and present them to the CSR Committee for approval;
5. Identify NGOs with a minimum of 3 years of track record for implementing CSR projects and seek CSR Committee’s approval for the same; and
6. Create teams/working groups to help support implementation of the CSR projects.

8.2  Weblink for the NMIPL’s CSR Policy is https://www.nissan.in/csr.html. The CSR Policy is and will be available with the Company Secretary for review.

9.1 The CSR Committee shall comprise of the following members:

9.2 The Company Secretary of the Company shall act as Secretary to the CSR Committee and the quorum for the said meeting shall be 2 members.

9.3 The Board will have the power to reconstitute CSR Committee as and when required from time to time.

9.4 The CSR Committee will appoint members to/for the CSR Governance Council as may be required, from time to time, to discharge the relevant role and function enumerated in this CSR Policy.