CSR Policy

1. PREAMBLE

A socially conscious business obtains the pre-eminent position and it always displays the highest standard of corporate citizenry. Apart from continuously fulfilling all its regulatory requirements related to the society at large, the Company believes in a well-structured Corporate Social Responsibility (CSR) culture that specifically focuses on communities in the vicinity of operating areas and manufacturing plants of the Company.

“Corporate Social Responsibility” (CSR) is a concept whereby Companies integrate social and economic concerns in their business operations and in their interaction with their stakeholders, and in particular, the communities and the areas in which and with which they work.

The CSR policy of the Company takes account of its economic and social impact in the way it operates as a business. By demonstrating our commitment to CSR, the Company aims to align its business values, purpose and strategy with the needs of our societal up gradation, while embedding such responsible and ethical principles into everything it does. Through its various initiatives, the Company endeavors to play a relevant role by serving communities and projects that address gaps in basic societal requirements. An endeavor is made to ensure that all initiatives undertaken by the Company have an impact on the beneficiaries in improving their lives.

2. OBJECTIVES

The key objective of the CSR Policy is to:

Define what CSR means to us as corporate citizen and the approach adopted towards that.
Define the kind of Projects and Activities that will come under the ambit of CSR,
Lay down the guidelines and principles to identify the areas in which the Company will undertake projects and activities.
Serve as guiding document and principles to help in executing and monitoring CSR projects and activities.
To define and layout down guiding principles for Annual Action Plan to achieve the abovesaid objectives.

3. DEFINITIONS

“Act” means the Companies Act, 2013 and Rules/ standards framed there under, as amended from time to time.

“Administrative overheads” means the expenses incurred by the company for ‘general management and administration’ of Corporate Social Responsibility functions in the company but shall not include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular Corporate Social Responsibility project or programme.

“Board” means the Board of Directors of the Company.

“CSR Committee” means the Corporate Social Responsibility Committee of the Board constituted under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

“CSR Policy” means this document or statement made in due compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, duly approved by the Board of the Company on the recommendation of the CSR Committee.

“Company” means ‘Krishna Maruti Limited’ validly existing under the provisions of Companies Act, 1956.

“Director” mean the Directors of the Company.

“International Organisation” means an organisation notified by the Central Government as an international organisation under section 3 of the United Nations (Privileges and Immunities) Act, 1947 (46 of 1947), to which the provisions of the Schedule to the said Act apply;

“Net Profit” for the purpose of CSR Policy means Net profit as per its financial statement prepared in accordance with the applicable provisions of the Act, but doesn’t include:

Any profit arising from any overseas branch or branches of the Company, whether operated as a separate Company or otherwise; and
Any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act.

“Ongoing Project”means a multi-year project undertaken by a Company in fulfillment 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;

Words and expressions used and not defined in this Policy but defined in the Act shall have the same meanings respectively assigned to them in the Act

4. GOVERNANCE STRUCTURE:

4.1 COMPOSITION OF CSR COMMITTEE:

The Corporate Social Responsibility Committee shall consist of three directors as member of the Committee as may be approved and notified by the Board time to time.
The Board shall have the power to make any change(s) in the constitution of the CSR Committee.
Any member of the CSR Committee may be removed or replaced at any time by the Board and shall cease to be a member of the CSR Committee upon ceasing to be a Director. The Board shall fill vacancies on the CSR Committee by appointment from among its members in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder, as amended from time to time or in the next meeting after such vacancy whichever is later.
Composition of the CSR Committee shall be disclosed in the Board Report.
Term of the CSR Committee shall be continued unless terminated by the Board of Directors.

4.2 ROLE AND RESPONSIBILITIES OF CSR COMMITTEE:

The role and responsibilities of CSR Committee include:

The CSR committee shall govern and review the CSR initiatives of the Company from time to time.
Formulate and recommend the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
Update and monitor the CSR Policy, which will be approved by the Board.
The CSR Committee will recommend the Annual CSR obligation and Annual action plan for undertaking the CSR activities to the Board for its approval.
Recommending the amount of expenditure to be incurred on the CSR activities.
Work with management to establish, develop and give guidelines on the Company’s strategic framework and objectives with respect to CSR matters;
Put monitoring and reporting mechanisms in place.
Receiving reports/ certificate from management on current and future projects and activities to ensure compliance with the CSR policy and obligations.
Reviewing the Company’s disclosure of CSR matters in the Company’s continuous disclosure documents and any annual social responsibility report.
Details of need and impact assessment, if any and applicable, undertaken by the Company and.
Any other activity necessary to ensure achievement of Company’s CSR objectives.

The CSR Committee shall have the power to obtain advice and assistance from outside legal or other advisors in its sole discretion in order to fulfill its role and responsibilities.

4.3 MEETINGS OF CSR COMMITTEE:

Subject to the direction of the Board, if any and subject to the compliance with the provisions of the Act, the CSR Committee will meet once in a quarter as it may decide. Notice of every meeting will be given to each member of the Committee and the Chair of the Board, if any.

The Quorum for the meeting of CSR Committee shall be one-third of its total strength or 2 Members, whichever is higher.

Matters arising for determination at CSR Committee Meetings shall be decided by a majority of votes of CSR Committee Members present and voting and any such decision shall, for all purposes be deemed to be a decision of the CSR Committee.

The Company Secretary of the Company, if any, shall coordinate and facilitate the meeting of CSR Committee.

Chairperson of the Company or the Board may be appointed as a member of the Committee but shall not be a Chairman of the Committee. In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman of the Committee.

4.4. MINUTES OF CSR COMMITTEE MEETING:

The Proceedings of all the meetings of the CSR Committee will be minuted, recorded and signed in the manner and in accordance with the law prescribed under the Act.

5. APPROVED CSR PROJECTS /PROGRAMMES/ACTIVITIES AND ANNUAL ACTION PLAN THEREOF

The Company’s initiatives and all its CSR programs will be focused to include all or any of the following activities:-
1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to Swachh Bharat Kosh set-up by the Central Government for the promotion of Sanitation and making available safe drinking water.
2. Promotion of education including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects,
3. Promoting Gender Equality, empowering Women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizen and measures for reducing inequalities faced by socially and economically backward groups;
4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water (including contribution to the Clean Ganga Fund set up by the Central govt. for rejuvenation of river Ganga) ;
5. 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 ;
6. 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];
7. Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports.
8. 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 Govt. for socio economic development and relief and welfare of the Schedules Castes, the Scheduled Tribes, other backward classes, minorities and women
9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central govt.
10. Rural Development Project.
11. Slum Area development.
12. Disaster management, including relief, rehabilitation and reconstruction activities.
In order to carry out all or any of the above said activities, the Company will make an Annual Action Plan which will be approved by the Board after due recommendation of the CSR Committee, such annual plan will inter alia define :-
1. the manner of execution of such projects or programs;
2. the modalities of utilization of funds and implementation schedules for the projects or programmes;
3. details of need and impact assessment, if any and applicable, for the projects undertaken by the Company.
Provided that the Board may alter approved Annual Action Plan at any time during the financial year, as per the recommendation and reasonable justification by the CSR Committee.
The Company may also acquire capital assets for the purpose of carrying out various activities as mentioned herein before in order to achieve its objectives subject to the fulfillment of the conditions as prescribed in the Act.

6. IMPLEMENTATION STRATEGY:

The Company may undertake and fulfill its CSR activities and obligations either directly and/ or through any of the following implementing agency :-
1. 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 (43 of 1961), established by the Company, either singly or along with any other Company, or
2. 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
3. Any entity established under an Act of Parliament or a State legislature; or
4. 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 such implementing agencies are registered with the Central Government as may be required by the Law.
The Company may collaborate with other companies for undertaking CSR Projects or programs or activities in such a manner that the CSR Committee of the Company is in a position to report separately on such projects or programs in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.
The Company may also engage international organizations for designing, monitoring and evaluation of the CSR projects or programmes as per its CSR policy as well as for capacity building of their own personnel for CSR.
The CSR Committee at its every meeting will review the report presented by the Company highlighting, updating and confirming the followings while giving preference to the area of Company’s operations while executing the CSR program :-
1. Amount spent/ contributed by the Company under this Policy directly or through any of the above Implementing Agency.
2. Compliance /Execution status

7. MONITORING FRAMEWORK:

On recommendation of the CSR Committee, the Board will approve the Annual Action Plan.
The Board will satisfy itself that the funds so disbursed have been utilized for the purposes and in the manner as approved by it. The Board will obtain a certificate from Chief Financial Officer or the person responsible for financial management who will certify the same in this regard.
The Board shall monitor the implementation of the on-going project with reference to the approved timelines and year-wise allocation and if required make modification for smooth implementation of the project within the overall permissible time period.

8. OVERHEADS/ SURPLUS /CARRY FORWARD:

To ensure that minimum of 2% of average net profit of the last 3 years is spent on CSR activities undertaken by the Company as per its annual action plan.
The Board shall ensure that the administrative overheads incurred in pursuance of sub- section (4) (b) of section 135 of the Act shall not exceed five percent of total CSR expenditure of the Company for the financial year.
All expenditure towards the programs/ activities to be diligently documented.
Any surplus arising out of the CSR projects or programmes or activities shall not form part of the business profit of the Company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of this policy and annual action plan 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.
If the Company has spent any excess amount, it may set off the excess amount spent i.e. amount spent more than required as per section 135(5), excluding surplus arising out of CSR activities, against its obligation to be spent up to immediate succeeding three financial years, subject to approval of the Board.

9. DISCLOSURE/ REPORTING/COMPLIANCE FRAMEWORK:

The Board shall disclose contents of this Policy in Board report and if required, also place it on the Company's website, in such manner as prescribed in the Act.
The Company will report CSR performance in its Board report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.
In case at least 2% of average Net Profit of the last 3 years is not spent in a financial year, reasons for the same to be specified in the Board report and unless the unspent amount relates to any Ongoing Project, transfer such unspent amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year.
In case the unspent amount relates to an On-going project, the said amount shall be transferred within a period of thirty days from the end of the financial year to a special account to be opened by the Company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account.
If the Company fails to spend in 3 years the above said amount, the Company shall transfer the same to a fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.

10. VALIDITY OF POLICY:

The Board may review and amend this policy from time to time with the recommendations of CSR Committee.