CORPORATE SOCIAL RESPONSIBILITY POLICY OF
TECHFAB INTERNATIONAL PRIVATE LIMITED
(With effect from February 18, 2021)
1. PURPOSE AND SCOPETechfab International Private Limited (“TIPL”) has adopted this Policy on Corporate Social Responsibility (the “Policy”) as required under the provisions of Section 135 of the Companies Act, 2013 (the “Act”) read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘Rules’) (including any statutory modification(s) or re-enactment thereof for the time being in force). The scope of this Policy is to set out the guiding principles for selection, implementation and monitoring of Corporate Social Responsibility (‘CSR’) of TIPL.
The Company is committed to conduct its business in a socially responsible, ethical and environmentally friendly manner and to continuously work towards improving quality of life of the communities in its operational areas.
2. DEFINITIONS“Company” means Techfab International Private Limited.
“Act” means The Companies Act, 2013 and includes Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable rules and any statutory modifications, re-enactment thereof.
“Board” means the Board of Directors of the Company.
“Corporate Social Responsibility (CSR)” means and includes but is not limited to- (i) Projects or programs relating to activities specified in Schedule VII to the Act; or (ii) Projects or programs relating to activities undertaken by the Board, as per the declared CSR policy of the Company.
3. APPLICABILITYAs per Section 135 (1) of the Act, a Company fulfilling any of the below mentioned criteria in a financial year has to constitute a CSR Committee in terms of the provision of this section –
- Companies having net worth of Rs. 500 crores or more or
- Companies having turnover of Rs. 1000 crores or more or
- Companies having a Net profit of Rs. 5 crores or more
However, if for three consecutive financial years it ceases to comply with the above mentioned criteria, then the Company shall not fall within the purview of Section 135 of the Act. In terms of Section 135 (5) of the Companies Act, 2013, the Board of the Company shall ensure that the Company spends, in every financial year, atleast 2 percent of the average net profits i.e. net profits means profit as determined pursuant to provisions of Section 198 of the Companies Act, 2013 (as defined in the Companies Act, 2013) made during the three immediately preceding Financial Years in pursuance of its Corporate Social Responsibility Policy.
4. FOCUS AREASAs a responsible corporate citizen, TIPL is committed to sustainable development and inclusive growth and strives to solve social issues through sustainable CSR initiatives. By recognizing, identifying and prioritizing social issues, TIPL aims to implement well-planned CSR initiatives through collaboration with employees, consultation and communication with various stakeholders and more specifically in line with Schedule VII read with Section 135 of the Companies Act, 2013. The Company will focus on the following areas for carrying out its CSR activities, from time to time, as specified under Schedule VII of the Companies Act, 2013 and the Rules made thereunder: –
- Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;
- Promoting education including special education, employment enhancing vocation skills especially among children and livelihood enhancement projects;
- 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 citizens and measures for reducing inequalities faced by socially and economically backward groups.
- 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.
- Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
- Rural development projects
However, the Company may, subject to the approval of the Board, undertake any other CSR initiatives listed in schedule VII of the Companies Act, 2013, as may be amended from time to time. The CSR activities shall not include the activities undertaken in pursuance of normal course of business of the company.
5. CSR BUDGETThe minimum funds allocated for CSR would be as per the Act. This Policy provides that the corpus of funds allocated for CSR activities would include at least 2% of the average net profits of the company made during the three immediately preceding financial years (computed in accordance with the provisions of Section 198 of the Companies Act, 2013). The excess amount incurred by the Company on CSR projects, program or activities may be set off against the requirement to spend under Section 135 of the Act for upto three immediately succeeding financial years, subject to applicable provisions of the Act and Rules made thereunder. The company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility activities. Provided that all reasonable efforts will be made to ensure that the annual CSR allocation is fully utilized in the respective year. However, if the company fails to spend such amount, the Board of Directors shall, in its report made under clause (o) of sub-section (3) of Section 134 of the Companies Act, 2013, specify the reasons for not spending the amount and, unless the unspent amount relates to any ongoing project referred to in sub-section (6), transfer such unspent amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year. Upto 5% of the total CSR expenditure of the Company in a given financial year, may be spent on general management and administration of CSR function in the Company. Any surplus arising out of the CSR activities shall not form part of the business profit of a company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the Company 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. [Pursuant to Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014].
6. ROLE OF THE BOARDPursuant to Section 135 (9) of the Companies Act, 2013: Where the amount to be spent by a company under Section 135 (5) does not exceed fifty lakh rupees, the requirement for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee shall, in such cases, be discharged by the Board of Directors of such company, hence committee constituted earlier stands dispensed with and all the functions shall be discharged by the Board only, a gist of functions are as hereunder:
- Approve the Corporate Social Responsibility Policy for the company indicating the activities to be undertaken by the company in areas or subject, specified in Schedule VII.
- Disclosing the content of the Policy in its report and place the Policy on the Company’s website in such a manner as prescribed under Section 135 of the Act read with the CSR Rules.
- Ensuring that the Company spends, in every financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years in pursuance of the Policy.
- Ensure that the activities as are included in Corporate Social Responsibility Policy of the company are undertaken by the company;
- Monitor the Corporate Social Responsibility Policy of the company from time to time.
- Create transparent monitoring mechanism for implementation of CSR initiatives in India.
7. IMPLEMENTATIONProject activities identifies under CSR would be implemented by the Board of Directors of TIPL directly or it may engage other registered Public Trust(s) / registered Society(ies) / Company(ies) incorporated under Section 8 of the Act/ Government Departments / Schemes or any other suitable implementing organization/agency eligible to undertake CSR activities in compliance with the Act, and the Rules made thereunder. The Board will evaluate the projects/ programs and may, at its sole discretion, approve certain projects/ programs for implementation. While approving projects/ programs, the Board shall ensure that those are covered under the ambit of activities specified under Schedule VII of the Companies Act, 2013 of the Companies Act, 2013 and the Rules made thereunder.
8. MONITORINGThe Board of Directors shall monitor the implementation of the CSR policy through periodic review of the approved projects. In case of ongoing project, the Board shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.
9. GENERALAny or all provisions of this CSR policy would be subjected to revision/ amendment as per any guidelines issued by the Government from time to time as approved by the Board of Directors of TIPL.
10. REPORTINGThe Board’s Report of the Company to include an annual report on CSR containing particulars specified in the Annexure to the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The contents of the approved CSR Policy shall be displayed on the Company’s website.