1. PREAMBLECorporate Social Responsibility (CSR) is a company's commitment to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical. The Company recognizes the greater role industry plays in the development of a country like India where large sections of society suffer from severe economic and social disadvantages.
By virtue of its nature of business, the Company operates at areas where the communities are disadvantaged and distinct from mainstream development process. These areas often stand out low on development indicators and lack basic infrastructure for essentials like education, healthcare or livelihood. The Company aims to contribute to the improvement of socio-economic development indicators in such areas with initiatives in education, livelihood, health and environment.
2. TITLE AND APPLICABILITYThe CSCI Steel Corporation India Private Limited (hereby referred to as "CSCI") Corporate Social Responsibility (CSR) Policy has been developed in accordance with section 135 of the Companies Act 2013 (referred to as the Act in this policy) on CSR and in accordance with the Companies (CSR) rules, 2014 (here by referred to as the Rules in this policy) notified by the Ministry of Corporate Affairs, GOI on 27th February 2014, as amended from time to time.
The Policy shall apply to all CSR projects/programmes undertaken by the Company in India as per Schedule VII (Annexure I) of the Act.
3. OBJECTIVESThis Policy shall be read in line with Section 135 of the Companies Act 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 and other rules, regulations, circulars, and notifications as may be applicable. It aims specifically at:
- Establishing a guideline for compliance with the provisions of the regulations to dedicate a percentage of Company's profits for CSR activities.
- Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting.
- To engage organizational resource and capacity to improve the educational, social, health & sanitation and environmental conditions of community at large through sustainable development interventions the societal values in stakeholders.
4. IMPORTANT DEFINITIONS
- "ACT" means Companies Act, 2013.
- "Annexure" means annexure appended to this policy.
- "Corporate Social Responsibility (CSR)" means and includes but is not limited to:-
- Projects or programs relating to activities specified in Schedule VII (ANNEXURE-I) of the Companies Act 2013.
- Projects or programs relating to activities undertaken by the board of directors (Board)of a company pursuant of recommendations of the CSR committee of the Board as per declared CSR Policy of the company subject to conditions that such policy will cover, and will cover subjects enumerated in Schedule VII (Annexure I)of the Act.
- "CSR Committee" means the Corporate Social Responsibility Committee of the Board referred to in Section 135 of the Act.
- "CSR Policy" relates to activities to be undertaken by the Company as specified in Schedule VII (Annexure I) to the Act and expenditure thereon, excluding activities undertaken in pursuance of normal course of business of a Company.
- "Net Profit" means the net profit of the Company as per the financial statements
prepared in accordance with the applicable provision of the Act, but shell not
include the following, namely:-
Explanation: For the purpose of Section 135 of the Companies Act, 2013 "Average Net Profit Shell be calculated in the accordance
with the provisions of section 198.
- Any profit arising from any overseas branch or branches of the Company, whether operated as a separate Company or otherwise.
- Any dividend received from other Companies in India, which are covered under the Complying with the provisions of section 135 of the Act.
- "Stakeholders" means an individuals, a groups or an organisation that have interest or concern in an organisation within the scope of Corporate Social Responsibility, can include local communities, schools, trust/mandali, unions etc.
- "Words and expression used and not defined in this policy shall have the same meaning respectively assigned to them in Act or Companies (Corporate Social Responsibility) Rules, 2014.
5. FOCUSED GEOGRAPHIC AREAS CSCIalways focused on "Local First" means geographical areas for CSR activities in which it operates i.e. the geographic areas for CSR activities are Jolva, Suva and Atali Villages (Bharuch District), Gujarat, in which limits CSCI operate its business.
6. CORPORATE SOCIAL RESPONSIBILITY POLICY CSCIis committed to ensuring the social well-being - for communities within vicinity of its geographical area of operations through Corporate Social Responsibility (CSR) initiatives in alignment with CSCI initiatives.
CSCI shall engage with the community by undertaking the following activities/programs.
- Consult/Interact pro-actively with local communities and other key stakeholders for understanding needs and requirements for the development of livelihood.
- Survey local government owned primary schools to find areas of CSR contribution for the school infrastructural development and facilitate development for the benefit of the students which resulted in educational development areas of malnutrition and make available safe drinking water to students of school.
- Identify, make contribution and provide financial aid to the people of local communities of the surrounding villages for their social developments.
- Promote health care including preventive health care and sanitation.
- Ensure environmental sustainability.
7. CSR EXPENDITURE AND REPORTING
- The Board of Directors of the Company shall ensure that in each financial year the Company spends at least 2% of the average net profit made during the three immediate preceding financial years.
- As per section 135 of the Companies Act, the Company will report reasons for under/non- spending of the allocated CSR budget of the current financial year in the template provided by the Ministry of Corporate Affairs (ANNEXURE II). This reporting will be done in the annual report and signed off by the Board of Directors.
- In case of any surplus arising out of CSR projects the same shall not form part of business profits of the Company.
- Notwithstanding anything contained herein, the Company reserves its right to spend CSR Budget in any of the CSR activities as specified by the Schedule VII (ANNEXURE I) of Act, as amended from time to time.
8. CSCI-CSR GOVERNANCE STRUCTURESection 135(1) of the Act and Rule 5 of the Companies CSR Rules, 2014 speak about the CSR Committee. Composition of the CSR committee as follows:
A. CSR COMMITTEE
- Composition of the CSR committee CSR Committee will consist of three or more directors of the Company.
- Responsibility of the CSR committee
- Formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII (ANNEXURE I).
- Recommend the amount of expenditure to be incurred of CSR activities.
- Monitor CSR policy of the Company from time to time and if required, recommend to the board for amendments of the policy.
- Management Of CSR Committee
- The CSR Committee shall meet at least once in six months.
- The meeting shall be held either at the registered office of the company or any other place, as may be decided by the members.
- Minimum presence of two members of the CSR committee shall constitute valid quorum for the purpose of Committee meeting.
- Advance notice of every meeting, specifying the day, place and timing of Meeting and the general nature of the business to be transacted there shall be given to the members.
- Properly recording of the proceedings of CSR Committee meeting.
B. Responsibility of the Board w.r.t. CSR
- Constitute the CSR committee through a Board resolution with the defined composition under the Act.
- Approve the CSR policy as formulated by the CSR Committee through a Board resolution.
- Ensure that the activities included in CSR policy of the Company are undertaken by the Company.
- Ensure that at least 2% of average net profit of the Company made during three immediate preceding financial years shell be spent on such policy every year.
- Ensure that every financial year funds committed by the Company for CSR activities are utilized effectively and monitor implementations regularly.
- Board of Directors of the Company shall, after taking in to account the recommendations of the CSR committee, approve the CSR Policy and disclose contents of such policy in its reports of Board of Directors and the same shall be displayed on the Company's Website, if any, as per the particulars specified in Annexure II.