1. OBJECTIVE

• This Corporate Social Responsibility (CSR) Policy(“Policy”) has been formulated in compliance with Section 135 of the Companies Act, 2013(‘the Act’) read along with the applicable rules thereto.

2. CSR VISION

• The Company strongly believes that Business cannot be a success when the Society around them fails. For the Company, CSR isn’t a program it is what we do every day maximizing positive impact and minimizing negative impact on Society. At the Company, CSR has effectively evolved from being engaged in passive philanthropy to corporate community investments, which takes the form of a social partnership initiative creating value for stakeholders.
• The Company’s CSR activities build an important bridge between business operations and social commitment evolving into an integral part of business functions, goals and strategy.

3. SCOPE

• This Policy shall apply to all CSR projects/programmes /activities undertaken by the Company in India as per Schedule VII of the Act

4. DEFINITIONS

• “Corporate Social Responsibility (CSR)” means and includes but is not limited to Projects or programs relating to activities specified in Schedule VII of the Companies Act, 2013 (‘Act’).
• “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in Section 135 of the Act.
• “CSR Policy” relates to the activities to be undertaken by the Company as specified in Schedule VII of the Act and the expenditure thereon.
• “Net Profit” means the net profit of the Company calculated as per the provisions of Section 198 of the Act.
• “Ongoing Project” means a multi-year project undertaken by the 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;

5. ROLE OF THE CSR COMMITTEE

• Formulate and recommend to the Board, a CSR Policy in compliance with Section 135 of the Act.
• Institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.
• Recommend the amount of CSR expenditure to be incurred on the earmarked CSR activities.
• Monitor the implementation of the CSR Policy from time to time.
• Formulate the Annual Action Plan and recommend the same to the Board for approval.
• Such other functions as the Board may deem fit.

6. ROLE OF THE BOARD

• After taking into account the recommendations made by the CSR Committee, approve the CSR Policy for the Company. Ensure that the CSR activities included in this CSR Policy are undertaken by the Company.
• Ensure that in each financial year the Company spends at least 2% of the average net profits of the Company made during the three immediate preceding financial years, calculated in accordance with Section 198 of the Act, in pursuance of its CSR policy.
• Approve Annual Action Plan.
• Further, while spending the amount earmarked for CSR activities, preference should be given to local areas and areas around the Company where it operates.
• Obtain a certificate from Chief Financial Officer that the amount spent on CSR have been utilized for the purpose and the manner approved by Board.

7. CSR ACTIVITIES FOR IMPLEMENTATION

• The CSR Activities would be chosen for implementation by the Company in compliance with the provisions of Section 135 read together with Schedule VII of the Act.

8. CSR MONITORING AND REPORTING FRAMEWORK

• The CSR Committee shall formulate and recommend to the Board, an Annual Action Plan in pursuance of its CSR Policy. The Board of the Company shall satisfy itself that the funds so disbursed have been utilized for the purposes and in the manner as approved by it and the Chief Financial Officer shall certify to that effect.
• CSR Policy and initiatives of the Company will be reported in the Annual Report of the Company in the manner prescribed under Companies (Corporate Social Responsibility) Rules, 2014 including any amendments there from time to time (“CSR Rules”).
• In case the Company has failed to spend the 2%, of the average net profit of last three financial years, it shall provide reasons for not spending the amount in its Board’s Report.

9. CSR EXPENDITURE

• As outlined in the CSR Rules, the Company 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. The Company may incur expenditure to build CSR capacity of its own personnel or other implementing institution subject to the 5% expense cap as specified in the CSR Rules. Currently, the Company’s CSR activities are being undertaken through
  AHSAAS Trust.
• The CSR activities undertaken in India only shall amount to CSR Expenditure. CSR Expenditure shall include all expenditure on CSR activities approved by the Board on the recommendation of the CSR Committee but does not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Act.
• Unspent CSR amount, if any, at the end of a financial year, shall be segregated into those in relation to ‘Ongoing Projects’ and ‘other projects’ and will be dealt with in the manner prescribed under the Act and the CSR Rules.
• If in any financial year the CSR Expenditure on CSR activities are in excess of the obligated 2% of average net profits, the Board may decide to set-off the same in the immediately succeeding three financial years, subject to conditions prescribed under the Act and the CSR Rules.
• Income’, or ‘Surplus’, if any, arising out of CSR activities, shall not form part of company’s business profits and shall be ploughed back in the same CSR project or transferred to “Unspent CSR Account” and spent in pursuance of CSR Policy and the Annual Action Plan on CSR activities.

10. DISCLOSURE OF THE POLICY

• The CSR policy recommended by the CSR Committee and approved by the Board shall be displayed on the Company’s website and link of the same shall be disclosed in the Board’s report as well.

11. FREQUENCY OF MEETINGS

• The meetings of CSR Committee could be held at such periodic intervals as may be required.

12. MINUTES OF THE COMMITTEE MEETING

• Proceedings of all meetings of CSR Committee must be minuted and signed by the Chairman of the CSR Committee and tabled at the subsequent Board and CSR Committee meeting.

13. MISCELLANEOUS

• This policy shall be updated from time to time, by the Company in accordance with the amendments, if any, to the Act and rules made there under or any other applicable enactment for the time being in force.