CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY OF COCHIN SHIPYARD LTD. (Approved by Board of Directors of CSL in its 213rd Meeting held on 23/07/2014)

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY OF COCHIN SHIPYARD LTD. (Approved by Board of Directors of CSL in its 213rd Meeting held on 23/07/2014) 1. CSR- ETHOS 1.1 Public and Private Corporate Entities have legal responsibilities to maximize shareholder profits; but a shift in corporate mindset led by social expectations and pressure is causing business leaders to rethink their responsibilities with respect to corporate performance measured in terms of economic impact, social impact and environmental impact commonly called the Triple Bottom Line. 1.2 Economic growth is possible only through consumption of inputs available in the environment and society. The harnessing of natural resources has a direct impact on the economy, the environment and society at large. Corporate Social Responsibility (CSR) is a concept whereby organizations serve the interests of society by taking responsibility for the impact of their activities on customers, employees, shareholders, communities and the environment in all aspects of their operations. CSR has come to be accepted as an effective vehicle to reach the economic benefits of the corporate to its various stake holders in a more focused, tangible and measurable manner than before. It is no more an extended arm of charity of the corporate but an integral management function 2. CSR- VISION 2.1 Cochin Shipyard Ltd. in consonance with its Corporate Vision looks forward to continue in the best tradition of being a responsible Corporate Citizen recognised for the quality of its products and services and respected for its ethical way of conducting business. In this, it endeavours to follow the path of shared inclusive growth, thereby distributing the fruits of its prosperity towards improved quality of life of the society and contributing to environment and Nature for sustainable development. Page 1 of 22

3. CSR- MISSION 3.1 CSL wishes: 3.1.1 To share part of its prosperity and resources to people and environment through the CSR outreach programmes.. 3.1.2 To improve the quality of life and make the world around it a better place to live. 3.1.3 To handhold the marginalized sections of citizens to bring them to mainstream of life by economic and social empowerment. 3.1.4 To project a positive and people and planet friendly corporate image 3.1.5 To ensure tangible and measurable impact on the target population and place through asset creation, infrastructure development, etc. 3.1.6 To work hand in hand with other corporate entities, Government organs, People s Representatives, other like minded agencies etc. to synergize the engine for Nation building. 3.1.7 To adopt CSR as a way of conducting business and make it part of its organizational culture. 3.1.8 To take all stakeholders of CSL such as its employees and contractors on board to further its CSR objectives.. 3.1.9 To engage and enthuse the employees with sense of pride and ownership being responsible employees of a responsible corporate entity. Page 2 of 22 3.1.10 To leverage CSL s core competencies and resources, including its strengths in ship building and ship repair services, governance, human resources, business operations and development, facilities, networks etc. towards improving the society and the environment on shared value principle.

3.1.11 To adopt and implement corporate social responsibility policy and plans within the frame work of the relevant Statutes, Guidelines etc including measuring, monitoring, evaluating and reporting of CSR interventions of CSL. 4. CSR- WAY FORWARD 5. CSR-Thrust Areas 5.1 Eradicating hunger, poverty and malnutrition, promoting preventive and sanitation and making available safe drinking water; 5.2 Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement project; 5.3 Promoting gender quality, 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; 5.4 Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conversation of natural resources and maintaining quality of soil, air and water; 5.5 Protection of natural heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up of public libraries; promotion and development of traditional arts and handicrafts; 5.6 Measures for the benefit of armed forces veterans, war widows and their dependents; Page 3 of 22

5.7 Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports; 5.8 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; 5.9 Contribution or funds provided to technology incubators located within academic institutions which are approved by the Central Government; 5.10 Rural development projects. 6. CSR- Activities 6.1 Integrated community development 6.1.1 Providing nutritious food to inmates of approved orphanages, home for the aged/differently abled, relief camps, destitute homes, poor inpatients and their bye-standers at Government hospitals, poor students studying at Government or Government aided schools. 6.1.2 Support for building houses for the homeless and destitute, slum dwellers etc 6.1.3 Setting up of primary and secondary health centres, conducting free medical camps, orphans, treatment support to poor critically ill patients and BPL category women and children, palliative care support, providing required support to Government and identified Non-Government Organizations towards enhancement of treatment and diagnostic facilities for the poor and at the backward areas. 6.1.4 Providing sanitation, hygiene and civic amenities and facilities for the identified people and at identified places. Page 4 of 22

6.1.5 Making available safe drinking water to the identified areas and people 6.1.6 Extending industry specific expertise and support to community oriented projects like building or help building or repairing water transport system for public at large on the principle of shared value. Eg. Providing design or technical consultation and or funding construction of passenger boats, ferry boats, rescue vessels, ambulance boats etc. 6.2 Capacity development 6.3 Economic and social empowerment of the marginalized sections of society 6.3.1 Supporting women s self help group or co-operative society by providing seed money and or infrastructure facilities towards their livelihood enhancement. 6.3.2 Setting up or supporting homes and hostels for women, orphans, old aged, day care centers for children and senior citizens. 6.3.3 Setting up or supporting self employment or common employment generation facilities or programs for the socially and economically backward groups. 6.3.4 Conducting or sponsoring training and awareness programs or campaign among the citizens on socially relevant concerns like drug abuse, alcoholism, suicide, atrocities on women and children, safety, security, atrocities against animals etc. 6.3.5 Partnering with those projects or programs targeted for women, children, differently abled persons, old aged ones, economically and socially backward citizens etc 6.4 Sustainable development Page 5 of 22

6.4.1 Patronizing and funding those projects or programs towards sustainable development in general. 6.4.2 Supporting and promoting renewable energy eg. solar, wind energy generation projects and activities without any geographical restrictions including those voluntary sustainable development initiatives undertaken by CSL within its premises. 6.4.3 Promoting scientific waste management practices. 6.4.4 Promoting product re-cycling process and usage of bio-degradable raw materials for consumer products. 6.4.5 Promoting tree planting, home cultivation of vegetables and organic farming. 6.4.6 Supporting rain water harvesting, reverse osmosis or desalination water treatment, conservation of natural water resources etc. both within and outside CSL premises. 6.5 Protection and promotion of traditional arts, culture, heritage, handicrafts etc 6.5.1 Identifying and reviving those arts and traditional cultural performing arts which are becoming extinct. 6.5.2 Supporting establishment/revival/renovation public libraries and such value adding public utility services. 6.6 Protecting heritage structures and buildings. Page 6 of 22 6.6.1 Supporting upkeep and preservation of heritage buildings and structures.

6.7 Outreach to ex-servicemen community and their dependants 6.7.1Supporting those projects or programs for the benefit of armed forces veterans, war widows and their dependants. 6.8 Promotion of sports and games 6.8.1 Supporting or sponsoring rural sports, nationally recognized sports, Paralympics sports and Olympic sports etc. 6.9 Contribution to Prime Minister s National Relief Fund or such Government of India Fund 6.9.1 Contributing to 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. 6.10 Technology Development 6.10.1 Supporting research and development initiatives such as technology incubators located within academic/research institutions approved by the Central Government. 6.11 Rural development projects 6.11.1 Supporting agriculture development initiatives undertaken by agencies like farmers co-operative societies, producers company etc. 6.11.2 Providing or sponsoring value added measures or facilities for agricultural products. Page 7 of 22

6.11.3 Partnering projects for preservation of agri-products, marketing infra-structure for agri-products, irrigation for farming, training of farmers etc. 6.11.4 Building roads, bridges, rural health centres, schools, day-care centres etc in the rural areas. 6.11.5 Supporting safe drinking water distribution system in the rural areas. 7. CSR- MANAGEMENT STRUCTURE 7.1 CSL shall put in place the following three tier management system for its CSR Policy implementation: 7.1.1 The Board of Directors (Tier- I) 7.1.1.1 The Board of Directors of CSL will be legally accountable for the CSR activities and shall have an oversight function over the CSR Committee. Further the role of the Board shall include: 7.1.1.2 To constitute the CSR Committee. 7.1.1.3 To approve the CSR Policy. 7.1.1.4 To provide oversight control of the CSR activities. 7.1.1.5 To ensure legal compliance of at least 2% spending. Page 8 of 22

7.1.1.6 To report CSR activities. 7.1.2 CSL CSR Board Committee for CSR (Tier - II) 7.1.2.1 CSL CSR Board Committee (Tier - II) shall consist of at least three members of the Board of CSL, one of whom shall be an Independent Director. This Committee shall meet at least once in three months. The CSR Committee shall institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company. Further the role of CSR Committee shall include: 7.1.2.2 Formulation of CSR Policy and recommend the same to the Board. 7.1.2.3 To plan, budget and recommend the expenditure on CSR to the Board. 7.1.2.4 To prepare strategic plans and implementation schedules for CSR expenditure. 7.1.2.5 To monitor the implementation of the CSR projects or programs or activities undertaken by the Company. 7.1.2.6 To ensure that the surplus, if any, generated from CSR activities are ploughed to CSR funds over and above the 2% contribution. 7.1.3 CSL CSR Executive Committee (Tier III) Page 9 of 22 7.1.3.1 CSL CSR Executive Committee (Tier III) consisting of CSL executives to be nominated by C&MD. The Committee would be headed by the Head CSR who would be an executive of Deputy General Manager

or above rank. This committee shall perform the following duties and responsibilities. In the event of a CSR Trust or CSR Society being formed, these officers could be the Trustees or Directors of the same. Such Trust or Society shall also carry out the following functions. 7.1.3.2 To identify suitable CSR projects and programs. 7.1.3.3 To prepare CSL CSR Plan every year in line with CSL CSR Policy. 7.1.3.4 To carry out close monitoring, periodic review, assess impact and evaluation of various CSR projects undertaken by CSL. 7.1.3.5 To take all employees, contractors etc on board to meet the objectives of CSL CSR policy, by imparting training and involving them in the implementation of CSR agenda of CSL on continuous basis. 7.1.3.6 To supervise activities of CSR Cell/Trust/Society of CSL and be responsible for day to day expenditure under CSR head. 7.1.3.7 To liaise with all related agencies in regard to CSR implementation of CSL and to do all acts, deeds, things required for the smooth and effective implementation of CSL CSR Policy. 7.1.3.8 In order to discharge his CSR related duties efficiently, the Head CSR would have financial powers to incur expenditure up to Rs 25,000/- per occasion within the budget allocated for CSR administrative/indirect expenses. 8. CSR FUNDING 8.1 [1] The Board of Directors of CSL shall allocate and approve appropriate amount as applicable from time to time to CSR activities, as per the provisions of the Companies Act 2013 and Rules made thereunder. The CSR Budget could be under the following heads: Page 10 of 22

8.1.1 [1] 85% towards major CSR Projects with project outlay of more than Rs 10.00 Lakhs. 8.1.2 Up to 10% towards minor CSR Projects with project outlay of less than Rs 10.00 Lakhs 8.1.3 [1] Up to 5% towards administrative or indirect expenditure related to CSR implementation 8.1.4 Ideally, the amount so allocated and approved by the Board shall be transferred during the first week of April every year to a dedicated Corpus Account or to the Trust/Society promoted by CSL. 8.1.5 The un-utilised fund, if any of the relevant year shall be carried forward to next year.. 9 CSR IN ACTION 9.1 Following are various agencies associated with execution of CSR projects or activities in CSL. 9.1.1 Proposing Agency: Those institutions, organizations, Government Bodies, autonomous bodies, people s representatives etc who propose or submit proposals for support from CSL under CSR. Page 11 of 22 9.1.2 Sponsoring Agency: Those agencies or parties or persons including CSL who may sponsor the proposed CSR projects/activity by providing financial support.

9.1.3 Project Owner: Those agencies or parties who own and undertake the proposed CSR project. 9.1.4 Project Management Agency: Those firms or parties who are appointed as project management consultant for the successful completion of the proposed CSR project. 9.1.5 Project Construction Agency: Those firms or parties who undertake construction/supply/installation/testing/commissioning works involved in the proposed CSR project. 9.1.6 Monitoring and Evaluating Agency: In the case of CSL sponsored CSR projects, CSL itself or other competent parties duly authorised by CSL. 9.1.7 If the implementing agency is other than the company promoted Trust or Society, it should have clean and creditable performance track record of at least three years evidenced by audited annual accounts and annual reports. 10 CSR PROJECTS SELECTION MODUS OPERANDI 10.1 Generally, CSL would receive and consider CSR project proposals throughout the year. 10.2 CSL shall insert an indicative advertisement at the beginning of the year in all Kerala editions of three leading dailies (One English and two vernacular) inviting CSR proposals. A descriptive advertisement on the subject will be displayed in the company s website. 10.3 The proposals, among other things, shall invariably include the details sought by CSL as per the check-list annexed to this Policy marked as Annexure 1. Page 12 of 22 10.4 The proposals received by CSL shall be scrutinized by the CSR Cell

and CSL CSR Executive Committee. 10.5 The CSR Executive Committee recommends to C&MD or the CSR Board Committee, as the case may be, those proposals which are found worthy of consideration for approval of the appropriate authority. 10.6 The CSR Executive committee would assess the credibility of the of the proposing agency. 10.7 In the cases of proposals from People s Representatives, the implementing agency should be a qualified agency acceptable to CSL for undertaking such CSR projects. CSL may dovetail with the development projects initiated by MP/MLA under his or her Local Area Development Fund. 10.8 In the case of large projects CSL may also partner with other developmental agencies including other corporate entities 10.9 Minor CSR projects are those whose project outlay is less than Rs 10.00 Lakhs and are of short duration such as medical camps, capacity building or training programs, tree plantations, campaign against social evils drug abuse, alcoholism, child abuse, cruelty against animals, suicide etc., support or conduct of sports/games/cultural events/seminars etc. for the special category of citizens like persons with disabilities, old aged or senior citizens, financial support to other socially relevant causes or events as deemed fit and approved by the competent authority. 10.10 Normally, all major CSR projects which are to be approved by the Board of Directors for implementation during the relevant subsequent year should be prepared and presented to the Board through the CSR Board Committee latest by 31 st March every year. 10.11 All major CSR projects scrutinized and found suitable for consideration by the CSR Executive Committee are presented to the CSR Board Committee by the Head CSR of CSL latest by 20 th March every year. Page 13 of 22

10.12 The CSR Board Committee after its due diligence and consideration makes its recommendation for approval of the identified projects to the Board. 10.13 All major CSR projects approved for implementation by the Board shall be notified to the concerned parties and published in the CSR@CSL link of www.cochinshipyard.com and CSL intranet for information of external and internal stakeholders. 10.14 [1] Minor CSR projects would be scrutinized by the CSR Executive Committee and if found, put up to C&MD for approval & placed for information of the Board. Such approved minor projects are also to be published in the CSL website and CSL intranet from time to time. 10.15 CSL and other parties involved in the selected CSR project shall enter into either a MoU or Agreement in Rs 100/- non-judicial stamp paper, clearly defining the roles and responsibilities of each party into the said MoU or Agreement. The same may specify detailed time schedule chart from commencement to completion of the project, all milestone events/stages for clarity, close monitoring and making stage payments for the project by CSL. The MoU may also contain specific remedial clauses for either party in case of non-fulfillment of the terms of understanding. 10.16 CSL would not normally bear maintenance or running cost of the CSR projects sponsored by it. Ideally, CSL could encourage those projects which would produce tangible and measurable results among the targeted beneficiaries like providing basic infrastructure, providing equipments and machineries etc. 11. CSR MONITORING AND EVALUATION Page 14 of 22 11.1 CSL shall put in place a robust system for continuous monitoring and evaluation of each CSR projects in progress with particular reference to major and long term projects. For the purpose of grass root level monitoring and evaluation, CSL may form independent team/s consisting of subject specialists either from within CSL or outside. Such Team/s shall conduct periodic in-situ inspection of concerned CSR projects and document their findings in the form of reports. These reports shall be the basic document for payments to the

concerned parties. MoU or Agreement signed between/among the parties of the concerned CSR project shall form basis for monitoring and evaluation of the same. Head CSR is responsible to prepare the consolidated report of projects evaluation and monitoring and present the same to the CSL CSR Board Committee in its periodic meetings. 12 CSR PAYMENTS 12.1 Generally, payments to the concerned parties involved in the CSR project implementation are based on the principle of reimbursement of expenditure against documentary proof or utilization certificate by the competent authority and in accordance with the respective MoU or Agreement signed in this regard. 12.2 However, considering the peculiar financial constraints of the implementing agency for pooling advance fund for the commencement of projects, advance payment may be released against appropriate surety as deemed fit by CSL on case to case basis. 13 CSR SOCIAL AND FINANCIAL AUDIT 13.1 All major CSR projects undertaken by CSL shall be subjected to final social audit by an identified agency / CSL Board Committee after minimum six months of completion of the concerned project. 14 CSR-REPORTING 14.1 CSL shall report all its CSR activities and accounts to the Competent Authorities from time to time in the prescribed manner and mode. 14.2 In addition, CSL shall have a dedicated link for CSR reporting at its official portal which shall be updated periodically by the official of CSL authorized for the purpose. Page 15 of 22

15 CSR POLICY REVIEW AND AMENDMENTS 15.1 Board of Directors of CSL shall review CSL CSR Policy and make appropriate changes or amendments to the same as may be required from time to time. Statutory enactments or Judicial pronouncements or Government orders issued by the respective Authorities with regard to CSR shall be automatically made applicable to this Policy with immediate effect. C&MD of CSL shall effect such required immediate actions as may be warranted to be ratified by the Board at the earliest opportunity. [1] Amended vide Item No:11 of the Agenda of the 218 th Meeting of the Board of Directors of CSL held on 21 st April 2015 Page 16 of 22

CSR MAJOR PROJECTS/ACTIVITIES PLANNED TO BE UNDERTAKEN BY CSL DURING THE FINANCIAL YEARS 2014-15 AND 2015-16 Sl. No CSR Project or activity identified 1 Construction of Operation Theatre and Mother & Child Ward at Swami Vivekananda Medical Mission Hospital, Attappadi 2 Livelihood Development of Small Farmers by Providing Value Addition Facilities and Equipments at Sangamaithri Farm Products Producers Cooperative Society at Pallichal, Thiruvananthap uram District 3 Construction of a 100 bed capacity boys Sector which Project in the is covered (Clause no. Of Schedule VII to Companies Act, 2013, as amended) Cl. (i) promoting including preventive Cl. (ii) livelihood enhancemen t project Cl. (x) rural developmen t project Cl. (ii) promoting education & Projects or Programs (1)Local area or other (2)Specify the and district where projects or programs was undertaken In Attappady, Palakkad District, Kerala In Pallichkal, Thiruvananthapur am District, Kerala In Wayanad Amount outlay (budget) project or program wise (Rs Lakhs) Amount spent: Direct or through implementing agency (Rs Lakhs) 43.00 Implementing Agency- Swami Vivekananda Medical Mission, Attappady 47.60 Implementing Agency Sangamaithri Farmers Producer Company Ltd. 95.10 Implementing Agency Wayanad Girijana Page 17 of 22

hostel at Vivekananda Residential Tribal School, Wayanad 4 Drinking Water Supply Scheme at Chottanikkara Gramma Panchayath 5 Construction of a new building for Saraswathy Vidyanikethan High School 6 Construction of new Out Patient Block at Shri Ramakrishna Ashramam Hospital, Thiruvananthap uram 7 Construction of a Permanent Stage for Chavittunataka m performing art for Sports and Arts Club, Gothuruth Cl. (iii) measures for reducing inequalities faced by socially and economicall y backward groups Cl. (i) making available safe drinking water Cl. (ii) promoting education Cl. (i) promoting including preventive Cl. (v) promotion and developmen t of traditional arts & Cl. (ii) livelihood enhancemen t project In Chottanikkara, In Chengamanad, In Thiruvananthapur am District, Kerala In Gothuruth Island, Seva Trust 56.25 Implementing Agency- Chottanikkara Grama Panchayath 22.00 Implementing Saraswathy Vidhyanikethan High School, Chengamanad 100.00 Implementing Agency- Ramakrishna Ashrama Charitable Hospital, Trivandrum 25.00 Implementing Agency- Muziris Maritime Art Centre by Sports & Arts club, Gothuruth Island, Page 18 of 22

8 Providing a School Bus for Daya Sadan, school for special children Cl. (ii) promoting special education and employment enhancing vocational skills especially among differently abled children In Udayamperror, 18.34 Implementing Agency- Daya Sadan School for the Mentally Challenged at Udayamperror 9 Providing, Installation and Commissioning of a Patient Elevator at Holy Cross Hospice, a Palliative Care Hospital for the Poor and Destitute 10 Construction of a training cum community centre for Ohm Sivananda Pulaya Seva Samajam (SC Community) Cl. (i) promoting including preventive Cl. (ii) promoting education, employment enhancing vocational skills especially among women and livelihood enhancemen t project & In Perumpadappu, In Ayyampilly, 25.00 Implementing Agency- Holy Cross Hospice, Perumpadappu, 30.00 Implementing Agency- Ohm Sivananda Pulaya Seva Samajam Page 19 of 22

11 Providing dialysis machine and related systems at Primary Health Centre of Erattupetta Panchayath 12 Providing High Mast lights at 5 Rural Traffic Junctions in Distrcit Cl. (iii) empowering women and measures for reducing inequalities faced by socially and economicall y backward groups Cl. (i) promoting including preventive Cl. (x) rural developmen t project In Erattupettah, Kottayam In 26.00 Implementing Agency- Primary Health Centre, Erattupettah 24.00 Implementing Agency- Kerala Electronics Development Corporation Ltd. 13 Sponsoring 4000 dialysis procedures at Regional Dialysis Centre at District Hospital, Aluva 14 Lighting of 75 Tribal Houses at Kunjippara Tribal Village at Kadampuzha Panchayath Cl. (i) promoting including preventive Cl. (x) rural developmen t project & Cl. (iii) measures for reducing In Aluva, In Kunjippara Tribal Village at Kadampuzha Panchayath, 20.00 Implementing Agency- Regional Dialysis Centre at District Hospital, Aluva 80.35 Implementing Agency- Samridhy (NGO) & Kerala Electronics Development Corporation Ltd. Page 20 of 22

inequalities faced by socially and economicall y backward group & Cl. (iv) ensuring environmen tal sustainabilit y through utilization of nonconventiona l energy 15 Support to Palliative Care Department of General Hospital, 16 Construction of a Multi-Purpose Community Centre at Cheranellur Gramma Panchayath Cl. (i) promoting Cl. (x) Rural developmen t project & Cl. (iii) measures for reducing inequalities faced by socially and economicall y backward groups In In Cheranellur, 10.00 Implementing Agency- Dept. Of Palliative Care, General Hospital, 35.00 Implementing Agency- Cheranellur Gramma Panchayath & Habitat Technology Group, Thiruvananthapur am Page 21 of 22

17 Boat Ambulance for the Scattered Islanders of West Cochin area 18 Installation of a Reverse Osmosis Water Purification Plant in CSL Cl. (i) promoting including preventive Cl. (iv) ensuring environmen tal sustainabilit y In 35 islands of the west Cochin costal belt, In 30.00 Implementing Agency- Fatima Hospital, Perumpadappu, 36.00 Implementing Agency- Raveena Water Tech, Mumbai Cl. (ii) First 8 top rank promoting holders among education, employment enhancing vocational skills the Socially and Economically Backward Communities Category candidates in the list of qualified candidates for profeesional engineering courses in Kerala, published by the Commissioner of Kerala Engineering, Agriculture and Medical Entrance Examination. Total 748.64 19 Cochin Shipyard - Monsignor Alexander Vadakkumthala Educational Award for Professional Engineering Courses 25.00 Cochin shipyard Ltd. Page 22 of 22