Corporate social responsibility policy, Committee Composition and Action Plan

CSR Policy

Introduction

Titan Engineering and Automation Limited (TEAL), incorporated in 2015 as a wholly owned subsidiary of Titan Company Limited (TITAN) in manufacturing and sale of automation solutions and precision engineering components has always believed in serving the Community and improving the quality of living of the people it touched.

The Company aims to treat the Corporate Sustainability function (that covers CSR, Climate Change and Affirmative Action) as an intrinsic and essential part of being in business.

The Company aims to leverage the skills and competencies, financial and people resources as well as the infrastructure and relationships of the Company in order to excel and maximize societal impact. This will ensure that Corporate Social Responsibility (CSR) will benefit from the business activity of the Company even as it serves the communities that interface with such business activity.

Accordingly, the CSR focus at the Company is driven by broad themes to support to the local community. The Company will continue supporting local causes that are important to the communities with which it operates, including issues that are of national importance

The Company works towards responsible citizenship by continuing present initiatives, supporting local and national causes and taking up others as and when required even as it works towards scaling up on the larger chosen themes. In all its efforts, Company seeks to actively engage and integrate wherever appropriate, the requirements of affirmative action and other State and Central Government initiatives from time to time.

This policy is to be read in alignment with the requirements of Section 135 of the Companies Act, 2013 (the ‘Act’) and the corresponding rules made thereunder, as amended from time to time (‘CSR Rules’), and Schedule VII of the Act.

Geographical focus

The Company will significantly focus in the state of TamilNadu where it has its manufacturing operations.

Aligning to Companies Act

The CSR policy of the Company is aligned to the following guidelines

• The requirements of Section 135 of the Act and the corresponding Rules and Regulations framed thereunder, as amended from time to time.

• Schedule VII of the Act, as amended from time to time.

CSR Spends, Treatment of Surplus and Setting- off of excess spend

TEAL will spend, in every financial year, at least 2% of its average net profits of the Company made during the three immediately preceding financial years for its CSR activities that shall not include investment in any projects considered as business as usual related activities. Subject to the provisions of the Act, surplus, if any, arising out of CSR projects or programs or activities shall not form a part of the business profits of the Company.

The treatment of surplus CSR funds, if any, and setting off of excess spend, if any, shall be as per the provisions of the Act, as may be amended from time to time.

Annual Action Plan and Reporting

The Annual Action Plan for CSR projects/ activities shall include the list of CSR projects or programs that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act, and will also include, for each of the projects or programs undertaken by the Company, the manner of execution, the modalities of utilisation of funds and implementation schedules, monitoring and reporting mechanism and details of need and impact assessment, if any.

The Board of Directors 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, every year.

Implementing mechanism

TEAL may implement its CSR initiatives in a number of ways, through a combination of its own in-house teams/volunteering, partnering with Non-Governmental Organisations (NGOs), Trusts, Societies, Section 8 companies Institutes of repute, other agencies and partner organisations who have competencies in the field under consideration, etc.

Monitoring mechanism

The Company has constituted a Corporate Social Responsibility Committee of the Board (“CSR Committee”) for formulating and recommending to the Board the CSR policy and the Annual Action Plan. The CSR Committee shall report to the Board of Directors.

Each of the CSR projects and programs will have clearly defined output, progress of which will be reviewed, monitored and internally forwarded to the Members of the CSR Committee on a quarterly basis or as per the provisions of the Act

General

TEAL will leverage the skill and competencies, financial and people resources as well as the infrastructure and relationships of the Company in order to excel and maximize societal impact.

In all its efforts, TEAL will seek to actively engage and integrate, wherever appropriate, the State and Central Government initiatives from time to time.

CSR Committee Composition

• Mr. N Kailasanathan, Chairman
• Mr. N P Sridhar, Member
• Mr. Ashok Sonthalia, Member

CSR Annual Action Plan