Corporate Social Responsibility Policy

INTRODUCTION

The Company is committed to balancing economic growth with social and environmental responsibility. Corporate Social Responsibility (“CSR”) is the compass which ensures that the Company grows in a responsible way. The Company intends to make a positive difference to society and contribute its share towards the social cause of betterment of society. The Company recognizes that integrating social, environmental, and ethical responsibilities into the governance of businesses ensures long-term success, competitiveness, and sustainability.

In this regard, the Company has framed this policy to articulate Company’s philosophy towards social responsibility and to define the areas chosen by the Company to impact society with its efforts towards Corporate Social Responsibility.

APPLICABILITY

This policy:

• shall be called the “Corporate Social Responsibility Policy” or “CSR Policy” of the Company which is framed and implemented in accordance with the provisions of Section 135 of the Companies Act, 2013 (the “Act”) read with the CSR Rules framed thereunder and Schedule VII to the Act.
• 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.
• shall be applicable to all CSR activities taken up by the Company for the benefit of different segments of society at large, specifically the deprived and underprivileged segments.

OBJECTIVES

The CSR Policy is laid down by the Company to ensure that:

• CSR agenda is integrated with the business operations.
• Focussed efforts are made to help the identified communities to achieve the expected outcomes.
• The Company brings inclusive growth by supporting nation-building.

The Company shall undertake such CSR activities as recommended by the CSR Committee and approved by the Board from time to time pursuant to Schedule VII and Section 135 of the Act read with the applicable rules framed thereunder.

CONSTITUTION AND COMPOSITION OF CSR COMMITTEE

The CSR activities of the Company will be identified and implemented by the CSR Committee comprising 2 (two) Directors. Subject to the requirement of the Act, the Board may increase or decrease the size of the CSR Committee. However, the size of the CSR Committee shall not be less than 2 (two) Directors.

The members of the CSR Committee shall elect one of them as the Chairman of the Committee. The quorum of the meeting shall be 1/3rd of the directors in the Committee or 2 directors whichever is more but in no case, it shall be less than 2 directors. The CSR Committee shall recommend to the Board the amount of expenditure to be incurred by the Company on CSR activities and the Board will ensure that the activities as are included in the CSR Policy are undertaken by the Company subject to and in accordance with the provisions of section 135 of the Companies Act, 2013.

The current members of the CSR Committee are the following:

• Mr. Sachin Ramesh Chopra
• Mr. Vishal Ramesh Chopra

However, the Committee need not be formed, if the amount to be spent by the Company in a financial year towards CSR as per sub-section (5) of Section 135 does not exceed Rs. 50 lakhs, as the requirement of constituting a CSR Committee shall not be applicable to the Company and the functions of such committee shall be required to be discharged by the Board of Directors of the Company.

Further, in case there is any amount in an Unspent CSR Account i.e., w.r.t. ongoing projects as per Section 135(6), irrespective of the amount of spending, it is mandatory for the Company to constitute CSR Committee.

SCOPE OF THE ACTIVITIES

• 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;
• Promoting education, including special education and employment enhancing vocation skills, especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
• Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, daycare centres and other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
• Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining the quality of soil, air and water including contribution to the Clean Ganga Fund setup by the Central Government for rejuvenation of river Ganga;
• 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;
• Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;
• Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
• Contribution to the Prime Minister’s National Relief Fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central Government for socioeconomic development and relief and welfare of the Schedule Castes, the Scheduled Tribes, other backward classes, minorities and women;

• (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 Page 6 of 6 Laboratories and autonomous bodies established under the 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);

• Rural development projects;
• Slum area development;
• Disaster management, including relief, rehabilitation, and reconstruction activities; and/or
• Such other activities that fall under the Central Government CSR Scheme or as amended from time to time in schedule VII of the Companies Act 2013.

The above list is illustrative and not exhaustive. The CSR Committee of the Board of Directors is authorized to consider also CSR activities which not included in this list. It is clarified that all the aforesaid activities or programs shall be undertaken in India only and also that such programs and activities shall not be designed to benefit only the employees of the Company and their families.

MODE OF IMPLEMENTATION

The CSR activities shall be implemented through one or more of the following modes:

• directly by the Company; and/or
• a company established under Section 8 of the Act or a registered public trust or a registered society registered under Section 12A and 80G of the Income Tax Act, 1961, established by the Company either individually or along with any other company; and/or
• ) a company established under Section 8 of the Act or a registered trust or a registered society, established by the Central Government or any State Government or any entity established under an Act of Parliament or State legislature; and/or
• a company established under Section 8 of the Act or a registered public trust or a registered society registered under Section 12A and 80G of the Income Tax Act, 1961, other than Page 7 of 7 those specified above, and having an established track record of at least three years in undertaking similar activities, programs, or projects.

FUNDING AND ALLOCATION

For achieving its CSR objectives, the Company shall allocate 2% of its average Net Profit during the 3 immediately preceding financial years, as may be approved by the Board of Directors, as its Annual CSR Budget in each Financial Year.

Allocation of the Annual Budget for CSR activities in any given year shall be as per the provisions of the Act and rules made thereunder, as amended from time to time. Any unspent/unutilized CSR allocation of a particular year shall be carried forward to the next year, i.e., the CSR budget shall be non-lapsable in nature.

It is clarified that the surplus (if any) arising out of CSR projects or activities shall not form part of the business profit of the Company.

ADMINISTRATIVE OVERHEADS

Administrative overheads shall mean expenses incurred by the company for general management and administration of CSR functions in the Company. This shall not include expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular CSR project or program. The Company’s administrative expense relating to CSR projects shall not exceed 5% of the total CSR expenditure of the Company for the financial year.

• The CSR Committee shall monitor all CSR activities, including the utilization of funds to ensure their effective implementation in accordance with Section 135 of the Act read with the applicable rules framed thereunder.
• The progress of CSR programmes under implementation will be reported to the CSR Committee at half-yearly intervals.
• The minutes of meetings of the CSR Committee shall be placed before the Board.
• The Company may conduct an impact assessment on a periodic basis, either on its own or through independent professional or professional institutions.
• The CSR Committee may be directed by the Board to present the amount spent on CSR activities annually and also the impact assessment thereof, as appropriate.
• The final decision with regard to the acceptance or rejection of a CSR proposal made by the CSR Committee shall be with the Board.
• To ensure that the objectives of CSR Policy are being met in an efficient and effective manner, the Chief Financial Officer or the person responsible for financial management shall certify that funds so disbursed have been utilized for the purposes and in the manner approved by the Board. The Board shall satisfy itself that funds so disbursed have been utilized for the purposes and in the manner approved by the Board.

REVIEW / AMENDMENT

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

In case any provision(s) of this CSR Policy is contrary to or inconsistent with the provisions of the Act, rules framed thereunder etc. (“Statutory Provisions”), the Statutory Provisions shall prevail. Further, amendments in the Statutory Provisions shall be binding even if not incorporated in this CSR Policy.

REPORTING MECHANISM

The Company shall publish its annual report on CSR activities in its Director’s Report in the manner prescribed under the Act and rules framed thereunder. This CSR Policy shall be made available on the Company’s website.

The Company shall communicate the CSR activities to stakeholders as per the regulatory requirements.