(Pursuant to Section 135 of the Companies Act, 2013 read with CSR Rules, 2014)
The main objective of the CSR Policy is to lay down guidelines for Hurix Systems Private Limited (hereinafter referred to as ‘the Company’) to make CSR as one of the key focus on making a positive contribution to society through high impact, sustainable programs. This Policy covers current as well as proposed CSR activities to be undertaken by the Company and examining their alignment with Schedule VII of the Companies Act, 2013 as amended from time to time. It covers the CSR activities which are being carried out in India only and includes strategy that defines plans for future CSR activities.
The Company proposes to implement its CSR activities in various sectors stated hereunder:
- Rural Development
- Facilities for Senior Citizens
- Medical Aid
- Old Aged Homes
- Women Hostels
- Animal Welfare
- Conservation of Natural Resources
- Protection of National Heritage
- Contribution to funds set by the Central or State Government for development and welfare of Scheduled Castes, Scheduled Tribes and minorities
The Company will review the sectors from time to time and make additions/ deletions/ clarifications to the above sectors.
Pursuant to the provisions of Section 135 of the Companies Act, 2013 (“the Act”), the Board of Directors shall constitute the Corporate Social Responsibility (CSR) Committee. The Members of CSR shall be appointed by the Board of Directors of the Company which must consist of atleast two or more Directors.
POWERS OF THE COMMITTEE:
Following are the Powers of the CSR Committee:
- Formulate CSR Policy and recommend the same to the Board of Directors of the Company for approval;
- Recommend CSR activities as stated under Schedule VII of the Act;
- Approve to undertake CSR activities in collaboration with other Companies/ firms/ NGOs etc. and to separately report the same in accordance with the CSR Rules;
- Recommend the CSR Budget;
- Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules;
- Create transparent monitoring mechanism for implementation of CSR Initiatives in India;
- Submit the Reports to the Board in respect of the CSR activities undertaken by the Company;
- Monitor CSR Policy from time to time;
- Authorize executives of the Company to attend the CSR Committee
FREQUENCY OF THE MEETINGS OF THE CSR COMMITTEE:
The CSR Committee shall meet atleast once a year. Members of the CSR Committee can agree upon mutually regarding time and place for the said meetings. Quorum for the meeting should be two. The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio visual means in accordance with the provisions of the Act and rules made thereunder from time to time. Members of the Living Progress Team of the Company shall be the Permanent Invitees to the said Meeting. Other Members of the Senior Management may attend the CSR Committee Meetings as may be appropriate, subject to the approval of the CSR Committee. Minutes of the CSR Committee shall be placed before the Board for noting.
The Act mandates companies meeting the qualification criteria to allocate certain portion of its annual net profits (before tax) during the three immediately preceding financial years to be spent on CSR Activities that fall under purview of Schedule VII of the Act.
Net profit means profit more fully described under Rule 2(f) of the CSR Rules. The CSR expenditure shall include all expenditure including contribution to corpus or on projects or programs relating to CSR activities approved by the Board of Directors on the recommendation of its CSR Committee but does not include any expenditure on an item not in conformity or not in line with activities stated under Schedule VII of the Act.
Expenditure on CSR capabilities:
The Company may build CSR capabilities of their own personnel as well as of their Implementing Agencies and such expenditure shall not exceed 5% of the total CSR spend of the Company as stated in the Rules from time to time. Determination of whether a particular expenses fall within this 5% cap can be decided in consultation of the Chief Financial Officer of the Company based on the clarification available from time to time in this regard.
Failure to spend the CSR money:
In case the Company fails to spend the above targeted amount in that particular financial year, the Committee shall submit a report in writing to the Board of Directors specifying the reasons for not spending the amount which in turn shall be reported by the Board of Directors in their Directors’ Report for that particular Financial Year. Surplus arising out of the CSR initiatives shall not form part of the business profits of the Company.
In line with Schedule VII of the Act and the CSR Rules, the Company shall undertake CSR activities included in its Annual CSR Plan, as recommended by the CSR Committee at the beginning of each year. The Committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during the financial year under review.
Annual CSR plan:
The Annual CSR Plan is a yearly plan of CSR activities that would be placed before the Board of Directors of the Company based on recommendation of its CSR Committee which outlines the following aspects of CSR initiatives of the Company:
Tailor-made CSR projects depending upon allocated spend and geographical presence
- Partnering agencies/ companies/ firms
- Process Owners
- Project Proposals
- Targeted Beneficiaries & their key needs
- Alignment with Schedule VII
- Project Goals and milestones
- Activities and Timelines including expected closure dates
- CSR Budget with projections
- Monitoring mechanism
- Progress reporting and frequency of reports
- Risks and mitigation strategies
- Any other information as may be required by the CSR Committee
DISQUALIFYING ACTIVITIES FOR CSR:
The CSR Rules prohibit the CSR projects and programs that are implemented by the Company for benefit of the employees of the Company and their families. The CSR activities implemented outside India also fall outside the purview of the Rules and hence CSR expenditure on such activities will not be considered for inclusion in the CSR Report. Any amount directly or
indirectly contributed towards any political party under Section 182 of the Act shall not be considered as CSR Spend. Activities that are undertaken by the Company in pursuance of its normal course of business will not be considered as CSR activities.
MONITORING MECHANISM AND REPORTING:
CSR Committee will be monitoring the activities of the CSR and to prepare reports that are required to be placed before the Board. The format of the Report shall be the format prescribed under the CSR Rules stated hereunder:
PUBLICATION OF THE CSR POLICY:
As per the CSR Rules, the contents of the CSR Policy shall be included in the Directors’ Report and the same shall be displayed on the Company’s website, if any.
POLICY REVIEW AND FUTURE AMENDMENT:
The Committee shall annually review its CSR Policy from time to time and make suitable changes as may be required and submit the same for the approval of the Board.