Corporate Social Responsibility Policy

1. INTRODUCTION

1.1 CREDO BRANDS MARKETING PRIVATE LIMITED

Founded in 1999, Mr. Kamal Khushlani and Poonam Khushlani are the Promoters and Directors of the Company. Credo today owns the leading Indian brand “MUFTI” in the men’s fashion casual garment space.

1.2 CSR in India

CSR in India has traditionally been seen as a philanthropic activity. While business entity have been traditionally engaged in doing CSR activities voluntarily, the new CSR provisions put formal and greater responsibility on companies to set out clear framework and process to ensure strict compliance.The new Companies Act 2013 (hereinafter referred to as ‘the Act’), has introduced the idea of CSR to the forefront through its “Comply‐or‐Explain” mandate. It mandates qualifying companies to constitute a Corporate Social Responsibility Committee to effectively monitor CSR activities of the Company. Further the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as “CSR Rules”) lay down the framework and modalities of carrying out CSR activities which are specified in Schedule VII of the Act.

2 OBJECTIVE & SCOPE

The main objective of the CSR Policy is to lay down guidelines for CREDO BRANDS MARKETING PRIVATE LIMITED (hereinafter referred to as ‘the Company’) to make CSR as one of the key focus areas to adhere to Credo’s Social Responsibility that focuses on making a positive contribution to society through high impact, sustainable programs.

This Policy covers current as well as proposed CSR activities to be undertaken by the Company and examining their alignment with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out in India only and includes strategy that defines plans for future CSR activities.

The Company proposes to implement its CSR activities in various sectors in accordance with the CSR Act and Rules as stated hereunder:

2.1 Targeted Sectors

i. eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

ii. promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood

enhancement projects;

iii. 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;

iv. 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;

v. 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 handicrafts:

vi. measures for the benefit of armed forces veterans, war widows and their dependents;

vii. training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports;

viii. 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 Castes, the Scheduled Tribes, other backward classes, minorities and women;

ix. contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

x. rural development projects;

Any other area as may be prescribed by Schedule VII as amended from time to time The Company will review the sectors from time to time and make additions/deletions/clarifications to the above sectors.

3 CSR COMMITTEE

3.1 Constitution

Pursuant to the provisions of Section 135 of the Act, the Board of Directors shall constitute the Corporate Social Responsibility (CSR) Committee. The Members of CSR shall be appointed by the Board of Directors of the Company which must consist of at least two or more Directors.

The First Members of the CSR Committee shall be

1. Mr. Kamal Khushlani

2. Mrs. Poonam Khushlani

3.2 Powers of the Committee

Following are the Powers of the CSR Committee:

(i) Formulate CSR Policy and recommend the same to the Board of Directors of the Company for approval

(ii) Recommend CSR activities in accordance with Schedule VII of the Act

(iii) Approve to undertake CSR activities in collaboration with Credo’s group company if any, other Companies/firms/NGOs etc. and to separately report the same in accordance with the CSR Rules.

(iv)Recommend the CSR Budget

(v) Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules

(vi) Create transparent monitoring mechanism for implementation of CSR Initiatives in India

(vii) Submit the Reports to the Board in respect of the CSR activities undertaken by the Company

(viii) Monitor CSR Policy from time to time

(ix) Monitor activities/ agents who are authorized to ensure that the CSR activities of the Company are implemented effectively

(x) Authorize executives of the Company to attend the CSR Committee Meetings

3.3 Frequency of the Meetings of the CSR Committee

The CSR Committee shall meet at least once in a quarter. Members of the CSR Committee can agree upon mutually regarding time and place for the said meetings. Quorum for the meeting shall be two. The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio visual means in accordance with the provisions of the Companies Act, 2013 and rules made there under from time to time. Other Members of the Senior Management may attend the CSR Committee Meetings as may be appropriate, subject to the approval of the CSR Committee. Minutes of the CSR Committee shall be placed before the Board for noting.

4 CSR BUDGET/CSR SPEND

4.1 CSR BUDGET

The CSR committee shall budget for and execute CSR initiatives in line with the Act.

4.2 CSR capabilities

The Company may build CSR capabilities of their own personnel as well as of their Implementing Agencies

4.3 Failure to spend the CSR Money

In case the Company fails to spend the above targeted amount in that particular financial year, the Committee shall submit a report in writing to the Board of Directors specifying the reasons for not spending the amount which in turn shall be reported by the Board of Directors in their Directors’ Report for that particular Financial Year. Surplus arising out of the CSR initiatives shall not form part of the business profits of the Company.

5 CSR INITIATIVES

In line with Schedule VII of the Act and the CSR Rules, the Company shall undertake CSR activities included in its Annual CSR Plan, as recommended by the CSR Committee at the beginning of each year. The Committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during the financial year under review.

5.1 Collaboration

The Company may collaborate with other Credo Affiliates or its subsidiaries or any other Company as may be approved by CSR Committee to implement CSR activities and the same shall form a part of the Annual CSR Plan. The Company may form trusts on its own to carry out CSR activities in accordance with the CSR Rules to administer its CSR activities. The Company may also collaborate its CSR activities with other Credo Affiliates or its subsidiaries or any other Company as may be eligible and approved by the CSR Committee and the Board of Directors and towards this effort, the Company may jointly along with other Credo Affiliates or its subsidiaries or any other Company form Trusts to administer the CSR activities.

5.2 Reports

The CSR Committee shall tender reports to the Board in the frequency and details as specified under the Act and Rule framed thereunder.

6 PUBLICATION OF CSR POLICY & PROGRAMS

As per the CSR Rules, the contents of the CSR Policy shall be included in the Directors’ Report and the same shall be displayed on the Company’s website, if any.

7 POLICY REVIEW & FUTURE AMENDMENT

The Committee shall annually review its CSR Policy from time to time and make suitable changes as may be required and submit the same for the approval of the Board.

Loader