CSR policy & Social Activities

• "Board" means the Board of Directors of the Company.

• "CSR Activities" means such programs and projects pursuant to Schedule VII of the Companies Act, 2013 as may be approved by the Board as per the terms as conditions of CSR Policy of the company

• "CSR Committee" means a committee constituted by the Board as per the provision of the Section 135 of the companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") as amended from time to time.

• "CSR Expenditure" means the amount recommended by the CSR Committee to be incurred on the CSR Activities in India in terms of the provisions of the Companies Act 2013 and the CSR Rules as approved by the Board from time to time.

• "CSR Policy" means the Corporate Social Responsibility Policy as set out herein and as amended or modified from time to time.

• "Director" means a member of the Board of the Company.

Constitution

• The Corporate Social Responsibility Committee (CSR Committee) comprise of

  
  

  1. Mr. Varakumar Siddavatam- chairman of the committee

  2. Mr. Joseph Jerome- Member

  3. Mr. Vidyasagar Lakshmana Rao Mahesh

• The CSR Committee may invite other experts/ invitees as per its requirements. Company Secretary of the company shall act as a Secretary of the committee.

Functions and Powers of Committee

The CSR Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy, which shall include the following, namely:




• the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act

• the manner of execution of CSR projects or programmes

• the modalities of utilisation of funds and implementation schedules for the projects or programmes

• monitoring and reporting mechanism for the projects or programmes and

• details of need and impact assessment, if any, for the projects undertaken by the company

• execution of CSR projects as approved by the Board

The Board may alter such plan at any time during the financial year, as per the recommendation of the CSR Committee, based on the reasonable justification to that effect.

The CSR Committee may constitute a team for the purposes of implementation of the CSR Activities approved by the Board from time to time.

Meetings of the Committee

• A meeting of the Committee may be called by the Chair of the Committee, the Chair of the Board or by any two (2) members of the Committee.

• A quorum for meetings shall be two (2) directors present in person or other telecommunications device that permits all persons participating in the meeting to speak see and hear one another.

• Reasonable notice, preferably (7) days before the meeting, shall be given in writing, by e-mail, by facsimile communication or by hand delivery to each member of the Committee, however if all the members of the committee permits, the meeting of the committee shall be called on shorter notice.

• The Agenda and associated material shall be sent to each member of the Committee prior, preferably seven (7) days, to the time for such meeting.

• A director may in any manner waive a notice of meeting, and attendance of a director at the meeting is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not properly called.

• The Committee shall have the right to determine who shall and shall not be present at any part of the meetings of the Committee, and may hold in camera sessions.

Direct Method

• The Company may undertake the CSR activities directly through its own resources. The CSR committee may constitute a team of employees to conduct CSR activities its own.

Indirect Method

The company may can take the CSR Activities through any "Implementation Entity", as defined below, subject to following conditions.

• a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company, or

• a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or

• any entity established under an Act of Parliament or a State legislature; 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, and having an established track record of at least three years in undertaking similar activities.

Further company shall ensure that as "Implementation Entity" shall registered with Ministry of Corporate affairs and shall have obtained a unique CSR Registration Number.

• The Company shall conduct a due diligence prior to selection of an entity as its Implementation Entity and satisfy itself that Implementation Entity is eligible for carry out the CSR activity as per the provisions of the act.

• In case of failure to ensure the minimum CSR Expenditure i.e. 2% (two percent) of average Net Profits of the Company made during the three immediately preceding financial years, detailed reasons for the same should be submitted by the CSR Committee to the Board. The Board shall duly include such explanation in their annual board of directors’ report.

Pursuant to Schedule VII of the Companies Act, 2013, the Committee has approved the following activities as "CSR Activities" to be undertaken under the CSR policy of the Company. The Board of Directors has reviewed the said activities and express its consent to the Committee to pursue the said activities under CSR policy of the Company under section 135 of the Companies Act, 2014, Schedule VII and other applicable rules, regulations, notifications etc., issued/to be issued from time to time

• 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, day care centres and such 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 quality of soil, air and water including contribution to the Clean Ganga Fund set-up 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 art 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 recognised 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 govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women;

• 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

• 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 Defence 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.

• Any other project as may be specified under Schedule VII of the Companies Act, 2013, from time to time.

• The committee shall submit the report to the board each quarter containing the details of the CSR activities conducted by the company.

• The board of Directors report shall contain the annual report on CSR activities of the company as per the provisions of the Companies act 2013.

• To ensure effective implementation of the CSR Policy, a monitoring mechanism shall be put in place by the Board of directors. The progress of CSR programmes shall be reported to the Board on a periodic basis.

• Monitoring shall be taken care by CSR Committee or by any agency appointed for the purpose by the Committee.

The Board shall ensure that all CSR activities shall be carried out in accordance with

• the CSR Policy of the company

• the annual action plan recommended by the CSR Committee

• The Board 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.

• In case of ongoing project, the Board shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.

• The Board shall ensure that the administrative overheads shall not exceed five percent of total CSR expenditure of the Company for the financial year

• The Board of Directors of the Company shall disclose the composition of the CSR Committee, and CSR Policy and Projects approved by the Board on their website, if any, for public access.

• The Board of Directors on its own and/or on the recommendation of CSR committee can amend its policy as and when required deemed fit. Any or all provisions of CSR Policy would be subject to the provisions of the Companies Act, 2013 and Rules framed there under.

• In case of any doubt with regard to any provision of the Policy and also in respect of matters not covered herein, a reference to be made to CSR Committee. In all such matters, the interpretation & decision of the Committee shall be final. Any or all provisions of the CSR Policy shall be subject to revision/amendment in accordance with the guidelines on the subject as may be issued by the competent authority /Government, from time to time.