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CORPORATE SOCIAL RESPONSIBILITY

Background

In conformity with the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as the “CSR Rules”) the board have formed a Corporate Social Responsibility Committee (the “CSR Committee”) on April 29, 2015.

Definitions

  1. Corporate Social Responsibility (CSR) means and includes but is not limited to:
  2. i) Projects or programs relating to activities specified in Schedule VII to the Companies Act, 2013 (‘Act’);
  3. ii) Projects or programs relating to activities undertaken by the board of directors of a company (board) in pursuance of recommendations of the CSR Committee of the Board as per declared CSR policy of the company subject to the condition that such policy will cover subjects enumerated in Schedule VII of the Act.
  4. CSR Committee means the Corporate Social Responsibility Committee of the Board referred to in Section 135 of the Act.
  5. CSR Policy relates to the activities to be undertaken by the Company as specified in Schedule VII to the Act and the expenditure thereon excluding activities undertaken in pursuance of normal course of business of a company.
  6. Net Profit means the net profit of the Company as per its financial statement prepared in accordance with applicable provisions of the Act (Section 198), but shall not include the following namely;
  7. Any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise and;
  8. Any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act;

Provided that net profit in respect of a financial year for which the relevant financial statements were prepared in accordance with the provisions of the Companies Act, 1956 shall not be required to be re-calculated in accordance with the provisions of the Act.

Composition of the CSR Committee

The Corporate Social Responsibility Committee of the Company consist three directors as follows: S.No Name of Member Designation

1 Mr. Niraj Kumar Gupta Managing Director

2 Mr. Ved Prakash Gupta Director

3 Mr. Manoj Gupta Director

Board of Directors of the Company may re-constitute the Committee, as and when required to do so, by following the sections, sub-sections, rules, regulations, notifications issued or to be issued, from time to time, by the Ministry of Corporate Affairs or the Central Government of India. The Committee shall exercise powers and perform the functions assigned to it by the Board of Directors of the Company pursuant to section 135 of the Companies Act, 2013 and CSR Rules notified with regard thereto.

CSR meetings

The meetings of CSR committee could be held at periodic intervals as may be required. The quorum for the CSR Committee Meeting shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher.The Company Secretary, if any, to the Company shall act as Secretary to the CSR Committee.

Minutes of the committee meeting

The minutes of meeting shall be signed by the Chairman of the committee and tabled at the subsequent Committee meeting.

Functions of CSR committee

  1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;
  2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company;
  3. To monitor the CSR policy of the Company from time to time;
  4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

Functions of Board

  1. To approve the CSR policy recommended by the CSR committee;
  2. To ensure that CSR activities undertaken by the Company included in CSR policy of the Company;
  3. To disclose reason for not spending or under spending of CSR amount in director’s Report;
  4. To approve the CSR amount as recommended by the CSR committee;
  5. Board may undertake its CSR activities approved by the CSR committee, through a registered trust or a registered society or a Company established under section 8 of the Act by the company, either singly or along with its holding or subsidiary or associate company, or along with any other company or holding or subsidiary or associate company of such other company, or otherwise provided that – If such trust, society or company is not established by the company, either singly or along with its holding or subsidiary or associate company, or along with any other company or holding or subsidiary or associate company of such other company, it shall have an established track record of three years in undertaking similar programs or projects/activities;

CSR Projects and Programs

In accordance with the specified activities under the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 (the “CSR Rules”), and any amendment(s) thereof, the CSR activities of the Company focuses on following main areas:

  1. Promoting education, including primary, secondary and higher secondary education, as well as special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
  2. Promoting medical and health care facilities;
  3. Promoting Gender equality and empowerment of women;
  4. Any other activity as permitted under the Companies Act.

CSR Monitoring

The CSR projects and programs as undertaken by the Company shall be monitored as follows:

  1. a) Periodic review of CSR activities;
  2. b) monitor the progress of on-going CSR project or programs;
  3. c) Compare the current year CSR expenditure with previous year CSR expenditure;
  4. d) Prepare report on CSR projects or programs;
  5. e) Evaluate the benefits of CSR projects or program on social communities.

CSR Expenditure

The Company shall spend atleasttwo percent of the average net profit of the last three financial years.The Company may allocate more fund/amount than the amount prescribed above for the CSR activities for any financial year. CSR expenditure shall include all expenditure including contribution to corpus for projects or programs relating to CSR activities approved by the Board on the recommendation of its CSR Committee, but does not include any expenditure on an item not in conformity or not in line with activities which fall within the approved CSR activities.

Any surplus arises out of the CSR projects or programs or activities shall not form part of the business profits of the Company. Any benefits to employees of the Company and their families only from the CSR projects and program shall not be considered as CSR activities.

The Company will try to achieve the minimum annual target, however, if in any financial year, amount of CSR remain unspent/unutilised then, it will be carried forward to the following year.

CSR Reporting and disclosure

An annual report on CSR containing particulars as specified in the Companies (Corporate Social Responsibility Policy) Rules, 2014, shall be disclosed in directors report and displayed on the Company’s website, if any.

Amendment in the Policy

This policy shall be updated from time to time, by the Company in accordance with the amendments, if any, to the Companies Act, 2013, rules made thereunder or any other applicable enactment for the time being in force. The CSR Committee shall review the policy from time to time to ensure the effectiveness of the policy.