Corporate Social Responsibility Policy

Details of composition of CSR Committee:

Sr. No.Name of MemberDesignation
1.Mr. Bharat Sumanlal ModyChairman of the CSR Committee
2.Mrs. Harshida Bharat ModyMember of the CSR Committee
3.Mr. Kshitij Bharat ModyMember of the CSR Committee
4.Mr. Aashay Bharat ModyMember of the CSR Committee

1. Need for Corporate Social Responsibility

The rules in respect of “Corporate Social Responsibility” (CSR) are enumerated in the Companies (Corporate Social Responsibility Policy) Rules 2014 framed under Section 135 of the Companies Act 2013 and the said Rules shall be applicable from financial year 2014-15.

Section 135(5) of the Companies Act 2013 requires that the Board of Directors of every Company having Net Worth of Rupees 500 Crores or more or Turnover of Rupees 1000 Crore or more or a Net Profit of Rupees 5 Crores or more during the immediately preceding financial year shall ensure that the Company spends, in every financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.

“Net profit” means the net profit of a company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely: –

(i) any profit arising from any overseas branch or branches of the company, whether operated as a separate company or otherwise; and

(ii) any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act.

The Company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility activities.

If the company fails to spend such amount, the Board shall, in its report made under clause (o) of sub-section (3) of section 134, specify the reasons for not spending the amount and if the unspent amount does not relate to any ongoing project, then the unspent amount should be transferred to a fund specified in Schedule VII, within a period of 6 months of the expiry of the financial year (FY). However, if the unspent amount relates to any ongoing project, it should be transferred to a special account to be opened by the company in that behalf for that FY in any scheduled bank to be called the ‘Unspent CSR Account’ within a period of 30 days of the expiry of the FY. Such amount should be spent within a period of 3 FYs from the date of transfer, failing which, the same should be transferred to a Fund specified in Schedule VII, within a period of 30 days from the date of completion of the 3rd FY.

On-going Project means a multi-year project undertaken by a Company in fulfilment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced, and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the board based on reasonable justification.

If the Company spends an amount in excess of the requirements provided under Section 135, the Company may set off such excess amount against the requirement to spend under Section 135(5) for such number of succeeding financial years and in such manner, as may be prescribed by the law as amended from time to time.

The Company (BOD) has to ensure that Administrative Overheads Administrative overheads (AO) shall not exceed five percent of total CSR expenditure of the company for the financial year.

Explanation: – For the purpose of this section “average net profits” shall be calculated in accordance with the provisions of Section 198.

2. Constitution of Corporate Social Responsibility Committee of the Board

Keeping in line with section 135 of the Companies Act, 2013 (hereinafter referred to as ‘the  Act’), the Board of Directors of the Company formed a Corporate Social Responsibility Committee (hereinafter referred to as the ‘CSR  Committee) headed by Chairman and Managing Director (CMD).  The Committee will report to Board of Director.  As on date, the members of the Committee are as follows:

Sr. No.Name of MemberDesignation
1.Mr. Bharat Sumanlal ModyChairman of the CSR Committee
2.Mrs. Harshida Bharat ModyMember of the CSR Committee
3.Mr. Kshitij Bharat ModyMember of the CSR Committee
4.Mr. Aashay Bharat ModyMember of the CSR Committee

3. Responsibilities:

The CSR Committee has following responsibilities:

(a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy indicating activities to be undertaken as specified in prescribed Schedule VII of the Companies Act, 2013;

(b) To recommend the amount of expenditure to be incurred on the activities

(c) To monitor the Corporate Social Responsibility Policy from time to time.

(d) To prepare a transparent monitoring mechanism for ensuring implementation of the CSR projects / programmes / activities proposed to be undertaken by the Company.

(e) To specify the projects and programmes that are to be undertaken.

(f) To prepare a list of CSR projects / programmes which a company plans to undertake during the implementation year, specifying modalities of execution in the areas / sectors chosen and implementation schedules for the same.

(g) To monitor process of such projects or programs.

(h) To focus on integrating business models with social and environmental priorities and processes in order to create shared value.

(i) To ensure that surplus arising out of the CSR projects or programs or activities shall not be part of business profits of a company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the Company or transfer such surplus amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year.

(j) To formulate and recommend to the Board, an annual action plan, as specified in the CSR Rules as amended from time to time.

The Action plan shall include:

(a) The list of CSR projects or programmes that are approved to be undertaken in areas or subjects;

(b) The manner of execution of such projects or programmes;

(c) The modalities of utilization of funds and implementation schedules for the projects or programmes;

(d) Monitoring and reporting mechanism for the projects or programmes; and

(e) Details of need and impact assessment, if any, for the projects undertaken by the Company.

4. Activities:

Corporate Social Responsibility “(CSR)” means the activities undertaken by a Company in pursuance of its statutory obligation laid down in Section 135 of the Act in accordance with the provisions contained in the CSR Rules read with the Schedule VII of the Act, but shall not include the following, namely:-

i) Activities undertaken in pursuance of normal course of business of the Company (exception is given to research and development activity of new vaccine relating to COVID 19).

ii) Any activity undertaken by the Company outside India. (exception is given to training of Indian sports personnel).

iii) Contribution to Political Parties.

iv) Activities benefitting employees of the Company as defined in clause (k) of section 2 of the Code on Wages, 2019 (29 of 2019).

v) Activities on sponsorship basis for deriving marketing benefits and

vi) Activities carried out for fulfilment of any other statutory obligations under any law in force in India.

The activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 as amended are as follows:

i. eradicating hunger, poverty and mal nutrition, promoting 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 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 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 arts and handicrafts;

vi. 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;

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

viii. 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 socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled 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;

x. (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 Organization (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);

xi. rural development projects;

xii. slum area development;

xiii. disaster management, including relief, rehabilitation and reconstruction activities.

The Company may modify above mentioned CSR Activities in line with the amendments that may take place in the relevant Law from time to time. Any new activity incorporated in Schedule VII of the Companies Act 2013 or any alterations taking place in the said Schedule are deemed to be incorporated in the CSR Policy of the Company with effect from their notification and to that extent the CSR policy of the Company shall deemed to stand modified accordingly without any further acts by the CSR Committee or Board of Directors.

5. Other Provisions:

The Company shall ensure that the CSR activities are undertaken by the Company itself or through below mentioned implementing agencies only (no other entity) –

a) 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 established by the Company, either singly or along with any other company, or

b) 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

c) any entity established under an Act of Parliament or a State legislature; or

d) 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.

Provided that with effect from the 1st April, 2021, CSR Activities shall be undertaken by only those entities that have a unique CSR Registration Number issued by the Central Government / Registrar.

Every implementing agencies have to get themselves registered with the Central Government by filing the Form CSR-1 electronically with Registrar w.e.f. 1st April, 2021 and the Registrar in turn, shall issue a unique CSR Registration Number automatically.

The BOD also needs to ensure that the fund being disbursed have been utilized for the purposes and in the manner as approved and the CFO of the Company has to certify about utilization of the CSR fund.

Company may engage international organisations for designing, monitoring and evaluation of the CSR projects or programmes as well as for capacity building of Company’s personnel for CSR.

Company may also collaborate with other companies for undertaking projects or programmes or CSR activities in such a manner that the CSR committees of respective companies are in a position to report separately on such projects or programmes in accordance with CSR Rules.

The Board of Directors of the company 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.

Subject to above provisions, where a company has set up an organization which is registered as a Trust or Section 8 Company, or Society or Foundation or any other form of entity operating within India to facilitate implementation of its CSR activities in accordance with its stated CSR Policy, the following shall apply:

a. The contributing company would need to specify the projects /programmes to be undertaken by such an organization, for utilizing funds provided by it;
b. The contributing company shall establish a monitoring mechanism to ensure that the allocation is spent for the intended purpose only;

Company shall report, in the prescribed format (Refer Annexure I to this Policy), the details of their CSR initiatives in the Directors’ Report and at the company’s website.

If Company reaches the average CSR obligation of ten crore rupees or more in pursuance of sub section (5) of section 135 of the Act, in the three immediately preceding financial years, the Company shall undertake impact assessment, through an independent agency, of CSR projects having outlays of one crore rupees or more, and which have been completed not less than one year before undertaking the impact study. The impact assessment reports shall be placed before the Board of Directors and shall be annexed to the annual report on CSR.

The Company shall mandatorily 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’s Report of a company covered under CSR Rules pertaining to any financial year shall include an annual report on CSR containing particulars specified in the prescribed Annexure given in the CSR Rules.

The aforesaid Policy had been affirmed and adopted by the Board of Directors in their meeting held on 24.07.2023.

Detailed Annual Action Plan as approved by the Board for carrying out CSR Activities during the FY 2025-26

Sr. No.Name of Sector as per Schedule-VII of the ActName of the Project and Manner of Execution

Mode

(Directly or

through Implementing Agency)
Commencement date and completion dateAmount allocated for the project and Modalities of utilization of Funds, if anyCSR Registration Number of Implementing Agency 
1.Education, Environment, Sustainability, Animal welfare, Woman empowerment, Nutrition management, etc.;Yet to be decidedThrough Implementing AgencyThe CSR activity shall commence and completed in the Financial Year 2025-26Yet to be allocatedYes, Registered with the MCA.
Total INR 23,23,000/-
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