1. PREAMBLE

Corporate Social Responsibility (CSR) has evolved during last few decades from simple philanthropic activities to integrating the interest of the business with that of the communities in which it operates. By exhibiting socially, environmentally and ethically responsible behaviour in governance of its operations, the business can generate value and long-term sustainability for itself while making positive contribution to the betterment of the society. This also makes business sense as companies with effective CSR, have image of socially responsible companies, achieve sustainable growth in their operations in the long run and their products and services are preferred by the customers.

2. LEGAL, REGULATORY, PUBLIC PERCEPTION

The Companies Act, 2013:

The Companies Act, 2013 has made Corporate Social Responsibility (CSR) mandatory for certain companies. Section 135 of the Act provides the broad legal framework and requires an eligible Company to ensure spending of at least 2% of average profits of the preceding three financial years. The eligible companies are required to constitute a Corporate Social Responsibility Committee and adopt a policy for operation.

Company as a Good Corporate Practice has already initiated CSR measures and is carrying out certain CSR activities, particularly in Bangalore where major operations of the Company comprised, prior to introduction of Section 135 of the act. However, introduction of Section 135 obligated the Company to formulise the CSR activities in-line with statutory provisions. Hence, the Company has adopted this policy as CSR Policy.

3. OBJECTIVES OF THE POLICY

Main objectives of this policy are to -

a) Demonstrate commitment to the common good through responsible business practices and good governance.
b) Sethighstandardsofqualityinthedeliveryofservicesinthesocialsectorby creating robust processes and replicable models.
c) Engender a sense of empathy and equity among employees of the Company to motivate them to give back to the society.

4. DEFINITIONS

  i. "Act" means the Companies Act, 2013.

  ii. "Corporate Social Responsibility (CSR)" means various programmes or activities undertaken by the Company with an objective to reciprocate the society around us. Provided that the projects or programmes shall meet the ultimate intent of the activities specified in Schedule VII to the Act read with allied rules amended from time to time);

 iii. "CSR Committee" means the Corporate Social Responsibility Committee constituted by the Board consisting;
  a) Ms. Madhu Abhay Chandak
  b) Ms. Jyoti Kabra or
   Such other member as may be approved by the Board from time to time.

  iv. "CSR Policy" means policy adopted by the Company pursuant to section 135 of the Act amended from time to time

  v. "Net profit" means net profit as defined under section 135 of the Act amended from time to time i.e. profit before tax and managerial remuneration but shall not include the following, namely :-
   a)Any profit arising from any overseas branch or branches of the Company, whether operated as a separate Company or otherwise; and
   b) Any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act.

5. CSR ACTIVITIES means

All projects or programmes which are specified in schedule VII to the Companies Act, 2013 and to be undertaken by the Company are the following:-

  i. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation, including contribution to the Swatch 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 centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

  iv. Reducing child mortality and improving maternal health;

  v. Combating human immune deficiency virus, acquired immune deficiency syndrome, malaria and other diseases;

  vi. 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;

  vii. 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;

  viii.Measures for the benefit of armed forces veterans, war widows and their dependents;

  ix. Training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports;

  x. 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;

  xi. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

  xii. Rural development projects and Social business projects;

  xiii. Such other matters as may be prescribed;

  xiv. Other allied activities or programmes achieving the above activities as may be approved by the CSR Committee.

6. COMMENCEMENT OF CSR PROJECTS

During annual review meeting, Director - HR will present list of CSR activities to be undertaken during the financial year along with time frame and budget for each project. CSR projects or programmes shall clearly define the need, its outcome and beneficiaries of such CSR project.

Committees’ prior approval is required prior to commencement of any CSR activity. However the Committee can ratify any project undertaken by the Company without its prior approval.

7. EXECUTION OF CSR PROGRAMMES

The Company can undertake CSR activities either directly or through one or more registered trusts or societies with an established track record of three years in undertaking similar programs or projects. While selecting CSR activities, preference to be given initially for local areas where the Company operates its businesses.

Implementation progress of all CSR projects needs to be monitored by Director - HR and report the progress of all projects to the Committee during annual review meeting.

8. CSR BUDGET

Based on the Company’s profitability, statutory requirements and need of the CSR activities, CSR committee shall approve annual budget for CSR activities allocating budget for each activity within the overall budget limit.

Total budget in any financial year shall not be less than 2% of the net profit calculated pursuant to section 135 of the Act.

At the end of each financial year, the committee reviews the total amount spent during the year and report to the Board. If the Company has spent less than the budgeted amount, then the Committee shall review and decide whether the unspent amount during the year is to be carried forwarded to next year or not.

9. RECORD KEEPING AND BOOKS OF ACCOUNTS

The Company shall keep proper records for the amount spent on CSR activities and report the expenditure incurred on these activities in the annual report.

10. MONITORING MECHANISM

a) Director - HR will review the progress of all CSR projects periodically by visiting the field/site(s) either by himself or through nominated person for this purpose.
b) He will report the projects status to the Committee periodically and takes the committees’ opinion as and when required for further progress.
c) At the end of each financial year, he shall report latest status of all projects to the Committee for review.

11. DISCLOSURE OF CSR POLICY

The Boards’ report prepared annually shall disclose the contents of this CSR policy in the specified format.

12. GENERAL

In case of any doubt with regard to any provision shown in the policy and also in respect of matters not covered herein, a reference will be made to CSR Committee and the interpretation and decision of the Committee shall be final.

The CSR Policy is subject to revision /amendment in accordance with the applicable provisions of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 amended from time to time.

By order of the Board

Director