CORPORATE SOCIAL RESPONSIBILITY POLICY

PHILIOSPHY

Terumo India Private Limited (“Company”) is a subsidiary of Terumo Corporation, one of the world’s largest medical device companies. The Company’s corporate social responsibility (“CSR”) policy truly reflects the vision of the Company to ‘Contribute to Society Through Healthcare’. Terumo believes that its social mission (corporate purpose) is to lead the advancement of healthcare and the enhancement of patients’ QOL. To achieve this, Terumo will strive for the utmost quality in all activities, create solutions of value by utilizing new technologies, and spread those solutions globally.

The main objective of the CSR Policy is to lay down the guidelines for CSR activities of the Company. Company aims to create economic value and to actively contribute towards the development of a sustainable society by taking up projects for the common good and the activities which have been defined under Schedule VII of the Companies Act 2013.

The Policy is formulated in compliance of the requirements of the Companies Act, 2013 and the Rules and schedules made there under.

With relentless focus and efforts, we strive to improve healthcare and drive awareness building and diagnosis improvement through education and diagnostic camps, addressing the need for better healthcare and diagnostic facilities.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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. Accordingly, the constitution of CSR Committee formed by Terumo India is as follows:

RESPONSIBILITIES OF THE COMMITTEE

The Responsibility of the CSR committee includes:

a. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;

b. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;

c. To monitor the CSR policy of the Company from time to time;

d. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

DEFINITIONS

“Board” means the Board of Directors of the Company. “CSR Activities” means such programs and projects as may be recommended by the CSR Committee and approved by the Board in terms of the CSR Policy, from time to time. “CSR Committee” means the CSR Committee of the Company. “CSR Expenditure Budgeted” means the amount recommended by the CSR Committee and approved by the Board from time to time, to be incurred on the CSR Activities in India in a financial year in terms of Section 135 of the Act and the CSR Rules. Any term used but not defined in this CSR Policy shall have the meaning assigned to it under the Act or the CSR Rules.

TITLE & SCOPE

This Policy:

I. shall be called the “Corporate Social Responsibility Policy” or “CSR Policy” of the Company which is developed and implemented in accordance with the provisions of Section 135 of the Act read with the CSR Rules.

II. outlines the Company’s philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations and other parts of the country.

III. shall be applicable to all CSR Activities taken up by the Company at various locations in India for the benefit of different segment of the society at large, specifically the deprived and underprivileged segment.

FOCUS AREAS

The Company may undertake any of the following activities or such other activities as may be notified by the government from time to time: -

(i) Eradicating hunger, poverty and malnutrition, promoting health care including 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

(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 centers 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 [including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga];

(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 art 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 govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women;

ix) (a) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and

(b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).]

(x) rural development projects;

(xi) slum area development;

(xii) disaster management, including relief, rehabilitation and reconstruction activities.

PROGRAMME IMPLEMENTATION APPROACH AND PROCESS

The Company shall implement all CSR Activities in the project mode in compliance with the provisions of Section 135 of the Act read with the CSR Rules.

While implementing such projects, all possible efforts shall be made to define the following:

(i) Programme Objective

(ii) Need Assessment/ Baseline Survey - It would give the basis on which the outcome of the programme would be measured

(iii) Duration of the programme

(iv) Funds allocated to the programme

(v) Implementation schedule

(vi) Responsibilities and authorities

(vii) Major results expected and measurable outcome

(viii) Effective monitoring and evaluation

(ix) Programme Documentation

MODE OF IMPLEMENTATION

A. The CSR Activities shall be executed through one or more of the following modes:

(a) directly by the Company; or

(b) Through registered trust or a registered society or company

B. CSR programmes may be implemented with the active participation of the concerned local stakeholders. These interventions may also be synergized with the initiatives undertaken by the State Government, District Administration as well as Departments.

C. The Company will identify the projects are falling within the purview of Schedule VII to the Act. The funds will be utilized by identified projects. The Company will maintain a separate account for each project at each location and ensure to provide the details of expenditure / reports for each project.

PROGRAMME DURATION

The time period of implementation of the programme will depend on its nature, extent of coverage and the impact of the programme.

CSR BUDGET

The Company intends to spend not less than 2% of the average net profits of the Company calculated as per Section 135 of the Act and its corresponding Rules, as amended from time to time, made during the three immediately preceding financial years for annual CSR initiatives. Any unutilized CSR allocation of a particular financial year may be carried forward to the following year as per the decision of the CSR Committee. Further, any surplus arising out of the CSR initiatives or programs or activities will not form part of business profits of the Company.

UNSPEND CSR ACCOUNT

A special bank account, called an Unspent CSR Account for each financial year to be opened by the Company in any scheduled bank. The account shall be credited with following

i. Any amount remaining unspent pursuant to any ongoing project, undertaken by a Company in pursuance of its CSR Policy shall be transferred by the Company in the unspent CSR Account within a period of thirty days from the end of the financial year.

ii. The amount transferred to the unspent CSR account shall be spent by the Company in pursuance of its obligation towards the CSR Policy within a period of three financial years from the date of such transfer.

iii. Any surplus amount from CSR Project which is discontinued or completed

MONITORING & REPORTING

The CSR Committee shall monitor all CSR Activities, including utilization of funds to ensure their effective implementation in accordance with the CSR Rules read with Section 135 of the Act.

Broadly, the following procedure will be adopted by the CSR Committee for implementing and monitoring the CSR Activities:

Work Plan
Resource utilization and variance
Effectiveness of the programme
Support or additional resources
Evaluate the stakeholders’ expectatio

The minutes of the meetings of the CSR Committee shall be placed before the Board.

The CSR Committee may be directed by the Board to present the cost incurred on CSR Activities annually and also the impact assessment thereof as appropriate.

DISCLOSURE & REPORTING

The CSR Policy shall be displayed on the Company’s website if any. An annual report on the Corporate Social Responsibility shall be included in the Board’s report.

REVIEW & AMEDNMENT

The Board may amend, abrogate, modify or revise any or all clauses of this Policy, on recommendation of the CSR Committee and in accordance with the Act and the CSR Rules.