HMSI Corporate Social Responsibility Policy

CORPORATE SOCIAL RESPONSIBILITY

POLICY (CSR POLICY)
The document describes the Corporate Social Responsibility
Policy (CSR Policy) of Honda Motorcycle and Scooter India Pvt.
Ltd. (HMSI or the Company). It includes HMSIs vision,
mission, objective and various other attributes of Corporate
Social Responsibility.

1. Vision andMission

HMSI is committed to build a sustainable business with strong

social relevance and a commitment to inclusive growth and
contribute to the society by supporting causes on various
matters including environmental sustainability, promoting
education, promoting sports and other rural development
activities.

In pursuance of our vision that HMSI desires to be a Company

which society wants to exist, we are dedicated towards fulfilling
the social objectives through variousCSR activities.The
Company shall make its endeavor to positively impact and
influence the Society for its sustainable development.

2. Background & Objective:

Corporate Social Responsibility has been a part HMSI business.

HMSI has been engaged in various means of CSR in the past
whether it is a contribution in kind or in cash. Few of the
activities where HMSI was engaged in the past are listed below:

(a) Vehicles Donated to ITI's, Police station & ORC;

(b) Sponsored Badminton Tournament Organized by
HSIIDC for Enhancing Corporate Relations;
(c) Sponsored Football Tournament in nearby Villages;
(d) Donated to Haryana State Gymnastics Association;
(e) Supported in organizing the Annual Inter School
Japanese Language Festival;
(f) Donated parts of our bike model CBR 250R to BITS Pilani
for research activities;

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(g) Supported to Haryana State Kho-Kho Association;

(h) Installed Solar Street Lights at Nearby villages at
Tapukara and Narsapura, where the Company is operating
its 2nd and 3rd Factory;
(i) Supported 09th North India Body Building Championship;
(j) Adopted Safety Training parks at various places;
(k) Supported MSME DEFEXPO 2013 in Bangalore
(l) Blood Donation Camps Organized several times;

The Companies Act, 2013 has brought even greater emphasis

on CSR with rules that provide guidance on minimum CSR
spend, reporting mechanism, review structure and reporting to
the shareholders of the company.

HMSI CSR Policy has been designed keeping in view the

companys business vision, its CSR vision and long-term
societal objective the company proposes to serve. HMSI CSR
Policy document has been created with an objective to outline
its CSR focus areas, review mechanism, execution process and
reporting to the Management and the Board of Directors of the
Company. A CSR Committee will be formed at the Board level
which will oversee CSR agenda of the Company.

3. CSR Committee

3.1. Constitution of CSR Committee

A Corporate Social Responsibility Committee (herein after

referred to as the CSR Committee) shall be constituted by
the Board of Directors consisting of three or more directors in
pursuance of the requirements under Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to
time.

Board of Directors shall be empowered to take decision for

making or effecting changes in the constitution of the CSR
Committee.

The composition of CSR Committee shall be disclosed in the

Boards Report.

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Mandate of CSR Committee shall be as under:

(a) To formulate & recommend to the Board of Directors,

a CSR Policy indicating the activities to be undertaken as
specified in Schedule VII of the Companies Act, 2013;
(b) To recommend the amount of expenditure to be
incurred on the activities referred to above; and
(c) To monitor the CSR Policy, Projects and Programs
from time to time.

3.2. Chairman

The Board of Directors shall decide about the Chairman of the

Committee, who shall be a person from among the members of
the Committee.

3.3. Meetings of CSR Committee

The CSR Committee shall meet at least once in six months. The
meeting shall be held either at the Registered office of the
Company or any other place, as may be decided by the
members.

Two members personally present shall constitute the quorum.

3.4. Notice of Meeting

At least three days advance notice of every meeting, specifying

the day, place & timing of Meeting and the general nature of
the business to be transacted there at shall be given to the
members. In urgency, a meeting may be convened by shorter
notice.

3.5. Decisions at the Meeting

Matters arising in the meeting of the Committee shall be

decided by a majority vote of the members present in the
meeting. Each member shall be entitled to one vote and in case
of tie; the Chairman shall have the casting vote.

4. Responsibility of the Board of Directors

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The responsibility of the Board of Directors shall be as under:

(a) To approve the CSR Policy & disclose the contents of

such policy in its report and also place it on the Companys
website;
(b) Ensure that the activities as are included in CSR
Policy are undertaken;
(c) Ensure that the company spends, in every Financial
year, at least 2% of average net profits of the Company
made during the 3 immediately preceding financial years,
as required under Section 135 of the Companies Act, 2013
& Rules made thereunder;
(d) If company fails to spend the sum as mentioned
above, then the Board shall, in its Report specify the
reasons for not spending the amount.

5. Areas of CSR Activities

The Company is hereby devoted to direct its resources, to a

reasonable extent, for effecting improvement in the quality of
life of the people by focusing on the Social Causes, including
but not limited to the following areas:

(i) Promotion of Education including special education and

employmentenhancing Vocational Skills;
(ii) Promotion of Sports;
(iii) Promotion of Road & Traffic Safety;
(iv) Ensuring Environmental Sustainability;
(v) Rural Development Projects

EXCLUSIONS:

(a) The activities which are exclusively for the benefit of

employees of the company or their family members shall
not be considered as CSR activity.
(b) Political contribution shall not be considered as CSR
activity.
(c) CSR Activities will not include the activities in pursuance
of normal course of business of Company.
(d) Any expenditure on an item not in conformity with
Schedule VII shall not be treated as CSR Expenditure.

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Surplus arising out of CSR Projects shall not form part of the
business profits of Company instead the same will be further
used for CSR purposes only.

Every year, the CSR Committee shall recommend to the Board

of Directors the CSR Projects / Programs, specifying modalities
of execution & implementation schedules. After obtaining
approval from the Board of Directors, the same shall regarded
as final and will be treated as a part and parcel of the CSR
Policy.

6. Geographies, beneficiaries and Key Performance

Indicators

6.1. Geographies

The Company shall give preference to the local area and areas
around it where it operates, for spending the amount
earmarked for CSR activities. HMSIs operations are mainly
concentrated on following areas:
State of Haryana
State of Karnataka
State of Rajasthan
State of Gujarat
Any other areas as may be decided by the CSR Committee
members from time to time

6.2. Beneficiaries
The Beneficiaries from the CSR Projects / Programs may be the
following categories of people:
Children/students
Women need help
Weaker sections in the Society
Others society at large

6.3. Key Performance Indicators (KPI)

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The CSR Committee Members shall, from time to time, decide

about the KPIs based upon the CSR Project / Program to be
undertaken.

7. Implementation mechanism

The Company may conduct / implement CSR programs by itself

and/or thru Registered Trusts, Societies and / or Non-
Government Organizations with an established track record of
at least three years in carrying on activities in related areas.

The Company may collaborate or pool resources with other

companies to undertake CSR activities and any expenditure
incurred on such collaborative efforts would qualify for
computing the CSR Spending.

The progress on KPIs against plan will be reported to the CSR

Committee every quarter. The progress on CSR issues selected
by the Company will be reported in the Annual Report in the
format prescribed by the CSR Rules.

Format for Annual Report

8. Monitoring Process for Execution of CSR Projects /

Programs

8.1. CSR Activity Execution Core Group

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The CSR Committee shall be empowered to constitute a CSR

Activity Execution Core Group (hereinafter referred to as the
Core Group). The Core Group Shall be shall be responsible to
monitor and review the execution of CSR Projects and
programs. All directions issued by the CSR Committee to the
Core Group shall remain binding upon the Core Group
members.

8.2. Submission of Report to CSR Committee

The Core Group shall submit a monthly report to the CSR

Committee about the status of execution of CSR Projects /
Programs, for the consideration of CSR Committee.

9. Effective Date

The CSR Policy shall be effective from the date of its approval
by the Board of Directors. Provided, however, that all the acts
done in pursuance of Section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility Policy)
Rules, 2014 by the Board of Directors and CSR Projects /
Programs / Activities undertaken from 01 st April 2014 shall
stand ratified and covered under this policy.

10.Amendments to the CSR Policy

The CSR Policy can be amended with the prior permission of

Board of Directors, as & when required. A proposal for making
the amendment shall be prepared by the CSR Committee
specifying the reasons and justifications for the amendment.
The Board of Directors shall be empowered to approve the
proposal, with or without modifications, or may reject the same.

The Board of Directors may also, at their discretion, amend the

CSR Policy, from time to time.

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CSR POLICY APPROVED ON BEHALF OF BOARD OF DIRECTORS

BY PRESIDENT, CEO & MANGING DIRECTOR IN THE BOARD
MEETING HELD ON 10th JULY 2014

Sd/-
(Signature)
Keita Muramatsu

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