Corporate Social Responsibility Policy

INTRODUCTION

The Company is committed to balancing economic growth with social and environmental responsibility. Corporate Social Responsibility (“CSR”) is the compass which ensures that the Company grows in a responsible way. The Company intends to make a positive difference to society and contribute its share towards the social cause of betterment of society. The Company recognizes that integrating social, environmental, and ethical responsibilities into the governance of businesses ensures long-term success, competitiveness, and sustainability.

In this regard, the Company has framed this policy to articulate Company’s philosophy towards social responsibility and to define the areas chosen by the Company to impact society with its efforts towards Corporate Social Responsibility.

APPLICABILITY

This policy:

OBJECTIVES

The CSR Policy is laid down by the Company to ensure that:

The Company shall undertake such CSR activities as recommended by the CSR Committee and approved by the Board from time to time pursuant to Schedule VII and Section 135 of the Act read with the applicable rules framed thereunder.

CONSTITUTION AND COMPOSITION OF CSR COMMITTEE

The CSR activities of the Company will be identified and implemented by the CSR Committee comprising 2 (two) Directors. Subject to the requirement of the Act, the Board may increase or decrease the size of the CSR Committee. However, the size of the CSR Committee shall not be less than 2 (two) Directors.

The members of the CSR Committee shall elect one of them as the Chairman of the Committee. The quorum of the meeting shall be 1/3rd of the directors in the Committee or 2 directors whichever is more but in no case, it shall be less than 2 directors. The CSR Committee shall recommend to the Board the amount of expenditure to be incurred by the Company on CSR activities and the Board will ensure that the activities as are included in the CSR Policy are undertaken by the Company subject to and in accordance with the provisions of section 135 of the Companies Act, 2013.

The current members of the CSR Committee are the following:

However, the Committee need not be formed, if the amount to be spent by the Company in a financial year towards CSR as per sub-section (5) of Section 135 does not exceed Rs. 50 lakhs, as the requirement of constituting a CSR Committee shall not be applicable to the Company and the functions of such committee shall be required to be discharged by the Board of Directors of the Company.

Further, in case there is any amount in an Unspent CSR Account i.e., w.r.t. ongoing projects as per Section 135(6), irrespective of the amount of spending, it is mandatory for the Company to constitute CSR Committee.

SCOPE OF THE ACTIVITIES

The above list is illustrative and not exhaustive. The CSR Committee of the Board of Directors is authorized to consider also CSR activities which not included in this list. It is clarified that all the aforesaid activities or programs shall be undertaken in India only and also that such programs and activities shall not be designed to benefit only the employees of the Company and their families.

MODE OF IMPLEMENTATION

The CSR activities shall be implemented through one or more of the following modes:

FUNDING AND ALLOCATION

For achieving its CSR objectives, the Company shall allocate 2% of its average Net Profit during the 3 immediately preceding financial years, as may be approved by the Board of Directors, as its Annual CSR Budget in each Financial Year.

Allocation of the Annual Budget for CSR activities in any given year shall be as per the provisions of the Act and rules made thereunder, as amended from time to time. Any unspent/unutilized CSR allocation of a particular year shall be carried forward to the next year, i.e., the CSR budget shall be non-lapsable in nature.

It is clarified that the surplus (if any) arising out of CSR projects or activities shall not form part of the business profit of the Company.

ADMINISTRATIVE OVERHEADS

Administrative overheads shall mean expenses incurred by the company for general management and administration of CSR functions in the Company. This shall not include expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular CSR project or program. The Company’s administrative expense relating to CSR projects shall not exceed 5% of the total CSR expenditure of the Company for the financial year.

REVIEW / AMENDMENT

The Board may amend, abrogate, modify or revise any or all clauses of this CSR Policy, on the recommendation of the CSR Committee and in accordance with the Act and the applicable rules framed thereunder.

In case any provision(s) of this CSR Policy is contrary to or inconsistent with the provisions of the Act, rules framed thereunder etc. (“Statutory Provisions”), the Statutory Provisions shall prevail. Further, amendments in the Statutory Provisions shall be binding even if not incorporated in this CSR Policy.

REPORTING MECHANISM

The Company shall publish its annual report on CSR activities in its Director’s Report in the manner prescribed under the Act and rules framed thereunder. This CSR Policy shall be made available on the Company’s website.

The Company shall communicate the CSR activities to stakeholders as per the regulatory requirements.

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