(Formulated as per provision of Section 135 of the Companies Act, 2013 and rules made thereunder)

Introduction

MSL Driveline Systems Limited (MSL/Company) has always recognized the importance of Corporate Social Responsibility (CSR) The Company respects the interest of all stakeholders including customers, suppliers, employees, service providers, shareholders and society. The Company has good governance system based on ethical practices, transparency and accountability. The Company strives to prove a safe, hygienic and humane workplace environment for its employees. The Company provides employment, training and skill development to its employees on an equal and non-discriminatory basis. The Company has an effective grievance redressal system for all employees with special provisions for women employees. The Company follows a strong environmental management system that fosters efficient use of energy, water, natural resources, while reducing and preventing pollution.

The Company's Research & Development Team encourages innovations that result in products and processes that are sustainable and environmentally friendly.

Company has always strived to inculcate a culture of social responsibility amongst its employees.

From time to time, MSL and its employees have contributed to various NGOs that are working for the cause of education, health, science, environment and disaster relief. Few of such organizations are K C Mahindra Education Trust, Sona Charitable Trust, Nana Palkar Smriti Samiti, Marathi Vidnyan Parishad, Shree Charitable Trust, D.N. Sirur Balakashram, and Prime Minister's Relief Fund.

CSR Vision Statement and Objective

2.1 Our vision is to integrate social and environmental concerns in our business operations and interactions with all our stakeholders in order to achieve a balance of economic, environmental and social imperatives. CSR will remain a fundamental part of our company's practices, broad objective and overall culture.

2.2. From April 1st, 2014 in line with the new Companies Act 2013, MSL Driveline Systems. pledges 2% of our average net profits made during the 3 immediately preceding financial years specifically towards CSR initiatives.

2.3 The objective of this policy is to:

• Ensure an increased commitment at all levels in our organisation to operate our business in an economically, socially & environmentally sustainable manner, while recognising the interests of all our stakeholders.
• Focus on integrating business models with social and environmental priorities and processes in order to create shared value.

Strategy

The strategy for implementation of CSR activities efficiently and within the objectives of this Policy, is outlined below.

3.1 Allocation of Resources

Company may allocate its dedicated resources for CSR activities in any of the following manner:

a) Company may undertake various CSR activities by its own within the overall framework of the CSR Policy of the Company.
b) Company may collaborate or pool resources with other companies to undertake CSR activities.
c) Company may also conduct its CSR programmes through Trusts, Societies, or Section 8 Companies operating in India.

Our commitment to CSR will be manifested by investing resources in any of the following areas:

1. Eradicating hunger, poverty and malnutrition, promoting preventing 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 abled and 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 centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.
5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of arts; setting up public libraries; promotion and development of traditional arts and handicrafts;
6. Measures for the benefit of armed forces veterans, war widows and their dependents;
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 up by the Central Government for socio-economic development and relief and welfare of the Scheduled Caste, the Scheduled Tribes, other backward classes, minorities and women;
9. Contribution or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
10. Rural development projects.
11. Other areas as may be prescribed from time to time.
12. Any other activities that the CSR Committee of the Company may define from time to time.

Preference shall be given to CSR activities in local area where the operations of the Company are carried out.

The surplus arising out of the CSR activities will not be considered as a part of the business profits of the Company, and will be used only for CSR activities.

3.2 Total Outlay

From 1 April 2014 in line with the new Companies Act, 2013, CSR Corpus of the Company shall include the following:

(a) 2% average net profits made during the 3 immediately preceding financial years.

(b) Surplus arising out CSR activities, if any.

The Company may spend up to 5% of total CSR expenditure in one financial year on building CSR capabilities.

3.3 Implementation & Monitoring

• CSR Committee of the Board shall be constituted as per requirements of the Companies Act 2013 and prescribed Rules.
• CSR Committee shall nominate a CSR Team comprising between 3 and 5 senior officials of the Company. CSR Committee shall decide the tenure of CSR Team.
• CSR Team shall ensure implementation of CSR activities/outlay as approved by the CSR Committee, under the overall supervision of CSR Committee.
• Board of Directors, CSR Committee, CSR Team or employees of the Company can identify and propose CSR Projects.
• Any proposal for CSR activity/project from employees of the Company shall be first vetted by the CSR Team, to confirm whether it meets the criteria of this Policy and any guidelines prescribed by the CSR Committee, and all the conditions prescribed under the Companies Act, 2013 (including all rules, circulars, notifications issued thereunder).
• Under the directions of the CSR Committee, the CSR Team will periodically review the progress of each CSR project in terms of outcome assessment and financial monitoring, and report the same to CSR Committee.
• CSR Team shall ensure that surplus, if any; arising out of the CSR activity will not be part of the business profits of a Company and be used only for CSR activities.
• In order to ensure transparency and communication with all stakeholders, details of CSR activities and expenditure in the prescribed format shall be available in the Directors' Report in the Company's Annual Report and on the Company's website. CSR Team shall provide information and support to CSR Committee for this purpose.
• Further employee participation in CSR projects will be encouraged and supported through various initiatives from time to time.

Partners

As mentioned in 3.1(c) of this Policy, Company may also conduct its CSR programmes through Trusts, Societies, or Section 8 Companies operating in India. Such CSR programmes should preferably be conducted in the local area in which the Company operates. However, following criteria will be ensured while selecting such NGO's / voluntary organizations for programme execution:

a) The NGO is a registered Society / Public Charitable Trust
b) The NGO has a permanent office / address in India
c) The NGO has a valid Income Tax Exemption Certificate
d) The NGO have an established track record of at least three years in carrying on activities in related areas.

When CSR activities are conducted through partners, CSR Team shall obtain details such as Sector in which the program is conducted, local area or regions where the program is conducted, specific nature of expenditures incurred etc. to ensure compliance with this Policy.