BATA INDIA LIMITED

CORPORATE SOCIAL RESPONSIBILITY POLICY

BACKGROUND

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, BATA INDIA LIMITED (‘BIL’ or
‘the Company’) is, inter alia, required to:

(i) Constitute a Board Committee to formulate and recommend to the Board a Corporate
Social Responsibility (CSR) Policy, recommend the amount of CSR expenditure and
monitor the CSR activities of the Company from time to time.

(ii) Ensure that the Company spends, in every financial year, at least two per cent of the
average Net Profits before Tax (PBT) of the Company, made during the three
immediately preceding financial years, in pursuance of its CSR Policy.

PHILOSOPHY

Corporate Social Responsibility (CSR) is a public spirited cause that has been well introduced by the
new Companies Act 2013. Through the CSR there is a formation of a dynamic relationship between a
company on one hand and the society and environment on the other. CSR is traditionally driven by a
moral obligation and philanthropic spirit. Bata has a heritage to be engaged in charities and
philanthropic activities, along with a number of others social activities.

FOCUS AREAS1

The main responsibilities of the Company towards society at large are to eradicate hunger, poverty and
malnutrition; promote preventive health care and sanitation and making available safe drinking water,
promoting gender equality and empowering women.

OUR VISION

1. The Company completely endorses reliability. It is committed to conduct business in a true, fair
and ethical manner and takes up the responsibility to create a good impact in the society it
belongs.
2. The Company is committed towards improving the quality of lives of people in the communities
in which it operates because, the society is an essential stakeholder and the purpose of its
existence. The Company believes that giving back to the society through CSR activities is its
moral duty.
3. The Company aims to fulfil the requirements laid down under the Companies Act, 2013 and
act diligently to comply with all its Rules and Regulations on CSR.

APPLICABILITY OF THE POLICY

1. The Company’s CSR Policy has been developed in conformity with the provisions of Section 135
of the Companies Act, 2013 (referred to as the Act in this Policy) and in accordance with the CSR
Rules (hereby referred to as the Rules) notified by the Ministry of Corporate Affairs, Government
of India. 2Further this Policy is revised to conform with the amendments in the Act and the Rules.

2. This Policy shall apply to all CSR initiatives and activities taken up at the various locations in
India, preferably in the vicinity where the Company carries out its business operations and for the
benefits of different segments of the society, specifically the deprived and under‐ privileged.

1
Heading inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
2
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
OBJECTIVE OF THE CSR POLICY

• To ensure that the Company is committed to operate its business in an economically, socially
and environmentally sustainable manner, while recognizing the interests of all its stakeholders.
• To take up programmes that benefit the communities in and around its work centres and over a
period of time, results in enhancing the quality of life of the people in the area of its business
operations.
• To generate a community goodwill for BIL and help reinforce a positive and socially
responsible image of BIL as a good corporate citizen of the Country.

CORPORATE SOCIAL RESPONIBILITY COMMITTEE

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COMPOSITION:

The Corporate Social Responsibility Committee (‘CSR Committee’) shall consist of three or more
Directors amongst whom at least one shall be an Independent Director.

The Committee may formulate a CSR Sub-Committee with such other Directors / Executives of the
Company from time to time as it may deem necessary and expedient.

The Company Secretary shall act as the Secretary to the Committee.

MEETINGS:

The Committee shall hold meeting as and when required, to discuss various issues on implementation
of the CSR Policy of the Company. The members would thrive to hold at least 4two meetings in a
financial year.
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The Committee shall periodically review the implementation of the CSR Programmes and issue
necessary direction from time to time to ensure orderly and efficient execution of the CSR programmes
in accordance with this Policy. It would be the responsibility of the CSR Committee to periodically
keep the Board apprised of the status of the implementation of CSR activities.

3
Following text deleted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
“The first Members of the CSR Committee are:
1. Mr. Ranjit Mathur, Director Finance as the Chairman;
2. Mr. Rajeev Gopalakrishnan, Managing Director as a Member; &
3. Mr. Akshay Chudasama, Independent Director as a Member”
“The first Members of the Sub-Committee are:
1. Mr. Sanjay Kanth;
2. Mr. Vikas Baijal;
3. Ms. Roopam Gupta;
4. Ms. Mahima Chandra.”
4
The word “four” was substituted with “two” at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
5
Revised at the Board Meeting held on 10-02-2021. Effective from 01-03-2021. Previously read as “The Committee shall review the
implementation of the CSR Programmes once a quarter and issue necessary direction from time to time to ensure orderly and efficient
execution of the CSR programmes in accordance with this Policy. Once in every quarter, it would be the responsibility of the CSR Committee
to keep the Board apprised of the status of the implementation of CSR activities.”
Deleted at the Board Meeting held on 10-02-2021:
“QUORUM:
The quorum for a meeting of the Committee on CSR shall be one-third of its total strength (any fraction contained in that one-third being
rounded off as one), or two members, whichever is higher.
SITTING FEE:
The Sitting Fees for attending every meeting of the Committee shall be Rs.50,000/‐ for each Committee Members and shall be determined
from time to time by the Board of Directors.”
ROLE OF CSR COMMITTEE:

a. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which
shall indicate the activities to be undertaken by the Company as specified in Schedule VII of
the Companies Act, 2013 (as amended from time to time).

b. To recommend the amount of expenditure to be incurred on the activities in a financial year.

c. To monitor the Corporate Social Responsibility Policy of the company from time to time.

d. Any other matter/thing as may be considered expedient by the Members of the Committee in
furtherance of and to comply with the CSR Policy of the Company.

RESPONSIBILITIES OF THE BOARD

The Board shall:

• Form a CSR Committee and disclose the composition of the CSR Committee.
• Approve the CSR Policy after taking into account the recommendations made by the CSR
Committee.
• Place the CSR Policy on the Company’s website.
• Ensure implementation of the activities under CSR
• Ensure expenditure of requisite amount on CSR every year as per law.
• Disclose reasons for not spending the amount (if applicable) in the Annual Report to the
Shareholders of the Company.
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Ensure that the administrative overheads are not more than 5% of the total CSR Expenditure.
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Ensure that the funds so disbursed have been utilized for the purposes and in the manner as
approved by Board / CSR Committee and the Chief Financial Officer shall certify to the effect.
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Approve transfer of unspent CSR Amount in accordance with the law. The Accounts and
Finance Team of BIL shall prepare the statement of spent and unspent CSR amounts and shall
assist and facilitate for transfer of the same.
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CSR PROGRAMMES/PROJECTS

BIL would focus the CSR activities around following thrust areas:

1. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation
including contribution to the Swach Bharat Kosh set‐up by the Central Government for the
promotion of sanitation and making available safe drinking water.
2. Vocational Training programmes to enhance the employability skills of the beneficiaries.
3. Promoting education, including special education and employment, especially among children,
women, elderly and the differently-abled and livelihood enhancement projects.
4. Promoting gender equality, empowering women, 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.
5. Ensuring environmental sustainability, ecological balance, protection of flora and fauna,
animal welfare, agroforestry, conservation of natural resources and maintaining quality of

6
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
7
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
8
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
9
Heading modified at the Board Meeting held on 10-02-2021. Effective from 01-03-2021. Previously read as “CSR Focus Areas”.
 soil, air and water including contribution to the Clean Ganga Fund set‐up by the Central
Government for rejuvenation of river Ganga.
6. 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 handcrafts.
7. Measures for the benefit of armed forces veterans, war widows and their dependants.
8. Training to promote rural sports, nationally recognized sports, Para-Olympic sports and
Olympic sports.
9. Contribution to the Prime Minister’s National Relief Fund.
10. Rural Development Projects.
11. Slum area development.
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12. Welfare of Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF)
veterans, and their dependents including widows.

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Illustrative list of PROGRAMMES/PROJECTS that may be undertaken:

1. Promotion of quality education at schools through various projects including under Bata
Children’s Programme in line with global SDGs through infrastructure development, sports,
computers, etc.
2. Promotion of education of the underprivileged children through various projects including
supporting remedial education.
3. Preventive healthcare programs amongst the school children or underprivileged sections of
society through various means including educating them on foot care.
4. Eradicating poverty & reducing inequalities faced by the socially & economically backwards
groups through various means including skilling projects, distribution of essential and other
articles & promotion of preventive healthcare through old footwear collection campaign across
schools and locations and donation of footwear to the underprivileged children & community
at large.
5. Disaster Relief projects including for pandemic(s) through various Initiatives related to support
to the frontline workers like medical workers, police, administrative staff, etc through various
donation drives.
6. Disaster relief & rehabilitation initiatives – support to communities affected by the same.
7. Donation and Support programs for society or any part thereof.
8. 12Any other programme as per the requirement as and when deemed fit.

IMPLEMENTATION

IDENTIFICATION 13/ SELECTION OF PROGRAMMES

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The programmes would be identified as per the requirement in the community/schools, etc.
Professional agencies may be engaged in conducting need based assessment in some programmes,
wherever required.

10
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
11
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
12
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
13
The text “/SELECTION” inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
14
Substituted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021. Previously read as: “All the projects would be identified
in a participatory manner in consultation with the community. The Company will have recourse to the participatory rural appraisal mapping
process. Subsequently, based on consensus and in discussion with the village panchayats and other important people, projects will be
PARTNERSHIPS TO IMPLEMENT THE PROGRAMMES

Collaborative Partnerships may be formed with the Government Agencies, the village Panchayats,
NGOs and other like minded stakeholders. This would help widen the Company's reach and leverage
upon the collective expertise, wisdom and experience that these partnerships bring to the table.

CRITERIA FOR IDENTIFYING EXECUTING PARTNERS

In case of programme execution by NGOs/Voluntary organizations the following minimum criteria

should be required to be ensured:

1. The NGO / Agency must have a permanent office / address in India.

2. The NGO should be a registered 15public Trust or a Society having a duly executed Trust Deed
/ Memorandum of Association.
3. It should have registration Certificates under Section 12A, Section 80G, etc. of the Income Tax
Act, 1961, registration under FCRA (wherever mandatory) and other applicable registrations.
4. It should have a Permanent Account Number (PAN).
5. Last 3 years audited statement of accounts.
6. Last 3 years income tax return.
7. Last 3 years FC return (applicable to organizations with FCRA registration).
8. The antecedents of the NGO / Agency are verifiable / subject to confirmation.
9. Should have a team of professional expertise and system to maintain Books of Accounts and to
generate necessary Reports on the supported programmes.
10. No tie-up with the Competition of BIL.

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Provided that in case of any amendment in the Act / the Rules specifying any criteria for implementing
agencies, the same shall be applicable in addition to the above criteria (to the extent applicable).
Provided also that the CSR Committee may waive one or more of the above criteria on case to case
basis.

AGREEMENT BETWEEN BIL AND EXECUTING AGENCY

Once the programmes and the executing agency has been finalised, the concerned work centres would
be required to enter into an agreement/MOU with each of the implementing agency as per the Standard
Agreement format.
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MONITORING AND EVALUATION MECHANISMS

prioritized, with the approval of the CSR Committee. Professional agencies may be engaged in conducting need assessment in some
programmes.”
15
Word “public” inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
16
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
17
Substituted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021. Previously read as: “MONITORING AND EVALUATION
MECHANISMS 1.To ensure effective implementation of the CSR programmes undertaken at each work centre, a monitoring mechanism will
be put in place by the work centre head. The progress of CSR programmes under implementation at work centre will be reported to
corporate office on a monthly basis. 2.Feedback would also be obtained and documented from the beneficiaries and influential local leaders
by the respective work centres about the programmes. 3.Fortnightly / monthly field visits would be conducted by the respective CSR teams
to ensure the progress of the programmes at their work centres. The visits would be informed and surprised also. The monitoring reports
of each visit would be made by the team and authorized by the work centre head. 4.Partners would be required to report narrative as well
as financial updates on a quarterly basis in the specified reporting formats of BIL. 5.The Finance and Accounts Team of BIL would conduct a
half yearly and year‐end financial audit of all the CSR activities and report to corporate office. The Finance and Accounts would, from time
to time, also guide the respective partners and CSR team of BIL on necessary compliances. 6.Impact Assessment would be conducted on a
periodic basis, through CSR team of BIL and independent professional third parties, especially on the strategic and high value programmes.
Monitoring and Evaluation Mechanisms include the following, one or more of which shall be
implemented based on the size, quantum and tenure of the CSR programmes:

1. To ensure effective implementation of the CSR programmes undertaken at each work centre, a
monitoring mechanism will be put in place by the work centre head. The progress of CSR
programmes under implementation at work centre will be reported to corporate office on a
regular basis.
2. Feedback would also be obtained and documented from the beneficiaries and influential local
leaders by the respective work centres about the programmes, as and when required.
3. Field visits would be conducted by the respective CSR teams to ensure the progress of the
programmes at their work centres. The visits would be informed and surprised also.
4. Partners would be required to report narrative as well as financial updates on a quarterly/annual
basis in the format mutually decided.
5. The Finance and Accounts Team of BIL would conduct audit of the CSR programmes as and
when required. The Finance and Accounts would, from time to time, also guide the respective
partners and CSR team of BIL on necessary compliances.
6. Impact Assessment would be conducted on a periodic basis, through CSR team of BIL and
independent professional third parties if need be, especially on the strategic and high value
programmes.

The Board of Directors of BIL shall also monitor the CSR Programmes / Projects in such manner and
on such periodicity as may be required by the Act / the Rules.
18ENGAGEMENT OF INTERNATIONAL ORGANISATIONS

The Company may engage international organisation(s) for designing, monitoring and evaluation of the CSR
projects or programmes as well as for capacity building of its personnel for CSR.

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CSR ANNUAL ACTION PLAN (CAAP)

The CSR Committee shall formulate and recommend to the Board of Directors, a CAAP in pursuance of this
Policy, which shall include focus areas for the year, the list of projects to be undertaken, manner of execution,
fund utilization, monitoring mechanism, etc.

The Board of Directors may approve the CAAP with such further conditions as it deems fit and further alter CAAP
at any time during the financial year, as per the recommendation of the CSR Committee, based on the reasonable
justification to that effect.

INFORMATION DISSEMINATION

1. Appropriate documentation of the BIL CSR Policy, annual CSR activities, executing partners,
and expenditure entailed will be undertaken on a regular basis and the same will be available
in the public domain.
2. CSR initiatives of the Company will also be reported in the Annual Report of the Company.

18
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
19
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.
GENERAL

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Words and expressions used but not defined in this Policy shall have the same meaning
assigned to them in the Companies Act, 2013, the CSR Rules made thereunder or in any
amendment thereto. This Policy shall also be subject to such clarifications and FAQs as may
be issued by MCA from time to time.
• In case of any doubt with regard to any provision of the policy and also in respect of matters
not covered herein, a reference should be made to Corporate CSR Department. In all such
matters, the interpretation & decision of the CSR Committee shall be final.
• Any or all provisions of the CSR Policy would be subject to revision/amendment in
accordance with the guidelines on the subject as may be issued from the Government, from
time to time.
• The Company reserves the right to modify, cancel, add, or amend any of these Rules.

*****

20
Inserted at the Board Meeting held on 10-02-2021. Effective from 01-03-2021.