CSR policy

1. Purpose and legal framework

This policy provides a framework for CSR activities where Section 135 of the Companies Act, 2013 applies. It is to be read with Schedule VII and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. Current law must be checked before adoption.

If mandatory CSR does not apply, any voluntary activities require a separate Board decision. Voluntary spending must not automatically be described as fulfilling a statutory CSR obligation.

2. Applicability

The Company will assess applicability before adoption and for each financial year, using the statutory definitions and calculations. The assessment must also identify continuing obligations for earlier projects or unspent amounts. The relevant financial figures and year must be recorded separately; this draft does not establish applicability.

3. Governance

Where required, the Board will constitute a CSR Committee under Section 135 and the applicable rules. Where Section 135(9) permits, the Board will discharge its functions. Requirements associated with an Unspent CSR Account must be checked before relying on an exception.

The Committee, or Board where legally permitted, will recommend the policy, annual action plan, and expenditure, and monitor implementation. The Board will approve the policy and plan and satisfy itself that funds are used for the approved purposes. The person responsible for financial management will provide the certification required by the rules. This draft appoints no committee members or officers.

4. Activities and project selection

Projects must fall within Schedule VII and meet the statutory definition of CSR. Possible areas for Board consideration include education and employment-related skills, healthcare and sanitation, environmental protection, and rural or community development. These are not approved projects or commitments.

Preference will be given to local areas and areas around the Company’s operations, consistent with Section 135 and the approved plan. Excluded activities will not count as CSR. Subject to express statutory exceptions, these include normal-course business activities, political contributions, employee-benefit activities, marketing sponsorships, overseas activities, and activities fulfilling another statutory obligation.

5. Annual action plan

The annual action plan will identify approved projects and their Schedule VII categories, implementation arrangements, budgets, payment schedules, timelines, monitoring, fund utilisation, and any need or impact assessments.

The Board may alter the plan during the year with the recommendation and reasonable justification required by the rules. Unspent money alone does not make a project an eligible ongoing project.

6. Implementation

Activities may be undertaken directly or through eligible agencies under Rule 4. Eligibility, required registrations including CSR-1 where applicable, track record, and reporting arrangements must be checked before engagement.

Agreements will define the work, beneficiaries, budget, reporting, use of funds, and unused-fund arrangements. Collaboration with other companies must allow separate reporting of the Company’s participation.

7. Budget and expenditure

Where applicable, the Company will determine its obligation under Section 135(5), generally at least two per cent of average net profits calculated under the Act for the relevant preceding financial years. Accounting profit alone is not a substitute for the statutory calculation.

Administrative overheads will remain within the statutory limit. Project, overhead, and impact-assessment costs will be classified under the rules. CSR surplus will not form part of business profits and will be dealt with under Rule 7. Eligible excess spending may be set off only in accordance with Rule 7 and the necessary Board resolution. CSR-funded capital assets must be held by persons or entities permitted under that rule.

8. Unspent amounts

Unspent amounts not relating to an eligible ongoing project will be transferred to a Schedule VII fund within six months after the financial year ends, as required by Section 135(5).

Amounts for eligible ongoing projects will be transferred to the Company’s Unspent CSR Account for that year within thirty days after the financial year ends. They must be spent within three financial years from transfer. Any remaining amount must then be transferred to a Schedule VII fund within thirty days after completion of the third financial year, under Section 135(6).

The Board’s report will explain any failure to spend the required amount. Explaining a shortfall does not replace a required transfer.

9. Monitoring and assessment

The Board or Committee, as applicable, will review progress, expenditure, completion, and intended beneficiaries against the approved plan and obtain implementation and financial reports. Independent impact assessments will be commissioned where Rule 8 requires them. Reports will be placed before the Board and disclosed with the CSR annual report as required.

10. Reporting and website disclosures

The Company will make the required Board’s report disclosures and statutory filings, including Form CSR-2 where applicable. Where Rule 9 applies, the website will disclose the CSR Committee composition where applicable, the Board-approved CSR Policy, and Board-approved projects.

This model alone does not fulfil those disclosures. Published material must match approved records and current law.

11. Review

The Board may amend the policy on the recommendation required by law. Applicable legislation prevails over inconsistent wording. The policy will be reviewed when obligations or activities change.

Approval status

Section 135 applicability

To be confirmed

Board approval and effective date

Not provided

CSR governance arrangement

To be confirmed

Approved projects and annual action plan

Not provided

Company-secretary or legal review, the applicability assessment, expenditure calculation, governance arrangements, Board approval, and project plan are required before this model is treated as an operative policy.

Questions

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