TITLE AND APPLICABILITY
- Grey Orange India Private Limited (‘Company’) has developed its Corporate Social Responsibility Policy (‘Policy’) in accordance with section 135 of the Companies Act, 2013, as amended from time to time (‘the Act’) and the rules made thereunder.
- The Policy shall apply to all Corporate Social Responsibility (‘CSR’) programmes and activities of the Company in the areas and subjects pursuant to Schedule VII of the Companies Act, 2013.
OUR VALUES AND CODE OF CONDUCT
Grey Orange has created a space in the society not just as a leading automation company, but also as an organization that ‘cares’ for the community. Since its inception, it has placed great importance to contribution towards the development of community. Their CSR initiatives reinforce us as a socially-responsible and value-based organisation, committed to making the world a better place to live in.
Through appropriate measures, actively contribute to social and economic development of the community.
VALIDITY OF POLICY
The Policy shall hold valid until the Company ceases to be a company covered under sub-section (1) of Section 135 of the Act, or for 3 consecutive financial years, whichever is earlier.
Board of Directors may amend the CSR policy as may be required, from time to time.
CSR THEMATIC AREAS
- Promoting education, including special education and employment enhancing vocational skills and livelihood enhancement projects.
The Company believes that every child irrespective of their different abilities, financial status, gender, caste, etc. is worthy of quality education which is tailor-made as per their needs and helps them to achieve their potential.
- Eradicating hunger, poverty & malnutrition, promoting health care including preventive health care & sanitation and making available safe drinking water.
- Disaster Relief.
Company believes it is important for corporates to stand up for fellow citizens in times of disaster and help the people in relief operations and rebuilding.
- Ensuring environmental sustainability, ecological balance, protection of flora & fauna, animal welfare, conservation of natural resources and maintaining quality of soil, air & water.
Company aims to contribute towards restoring environmental sustainability and ecological balance.
- Any other activity covered under Schedule VII, within India, excluding activities undertaken in pursuance of normal course of business of a company.
The Company may from time to time undertake CSR projects which are covered under Schedule VII to the Companies Act, 2013 as amended from time to time.
- The CSR projects or programs or activities that benefit only the employees of the Company and their families shall not be considered as CSR activities in accordance with section 135 of the Act.
- The Board of Company shall ensure that in each financial year, the Company spends at least 2% of the average net profit made during the immediate three preceding financial years.
- In case of any surplus arising out of CSR projects the same shall not form part of business profits of the Company and shall be ploughed back into the CSR activities of the company.
- In case the company fails to spend the earmarked funds on its CSR activities during the financial year, it shall transfer the same to a separate bank account called the ‘Unspent CSR Account’ to the extent it pertains to an Ongoing project or to fund specified in Schedule VII to the extent that does not pertain to any Ongoing Project.
- Where a company spends an amount in excess of requirement as per the act, such excess amount may be set off against the requirement to spend up to immediate succeeding three financial years subject to the condition that the excess amount shall not include the surplus arising out of the CSR activities, if any.
- Chief Financial Officer/ Associate Director Finance/Taxation shall certify that funds disbursed on CSR activities have been utilised for the purposes and in the manner as approved by the Board of Directors.
CSR THEMATIC AREA SELECTION
- The company shall select the CSR Thematic area and CSR project according to the guidance from CSR Committee and Board of Directors.
- The Company may roll out survey to employees to get their feedback about selection of CSR Project.
- The Board of Directors may decide to undertake and implement its CSR activities on its own or through :
- A registered trust or registered society or a Section 8 company (Non-profit entity) registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company.
- 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.
- Any entity established under an Act of Parliament or a State legislature.
- 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.
- All the entities mentioned above (Point no. 1 above) must have CSR -1 registration with the Central Government.
- The company may also collaborate with other companies for undertaking CSR projects or programs. Provided that company can report and document the project separately.
- In case activities are undertaken through the above-mentioned entities, Company shall specify the project to be undertaken through these entities, the modalities of utilization of the funds on such projects and programs and the monitoring & reporting mechanism.
- The Company may enter into partnerships with the government, not for profit organizations, business partners and communities to create multiplier effect of its social projects. This helps us to leverage upon the collective expertise, wisdom and experience that these partnerships bring to the table.
- The Company may use services of expert agencies, consultancy firms etc. wherever required for carrying out baseline surveys, guidance on project design and implementation, third-party monitoring and evaluations, impact assessment surveys etc.
- The Company shall give preference to its local area of operations.
- The CSR amount may be spent by a company for creation or acquisition of a capital asset, which shall be held by –
- A company established under section 8 of the Act, or a Registered Public Trust or Registered Society, having charitable objects and CSR 1 Registration Number
- Beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities
- The Board of Directors may decide to undertake and implement its CSR activities on its own or through :
CSR GOVERNANCE STRUCTURE
Approval > Board of Directors
Oversight > CSR Committee
ROLES AND RESPONSIBILITIES
A: The Board of Directors
The Board of Directors of the Company will be responsible for:
- Approval of the CSR Policy of the Company.
- Disclosing the content of the Policy in its report and place the Policy on the Company’s website, if any, in such a manner as prescribed under the Act.
- Ensuring that activities included by a company in its Corporate Social Responsibility Policy are related to the activities included in Schedule VII of the Act.
- 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.
- Ensuring that funds disbursed on CSR activities have been utilised for the purposes and in the manner as approved by it.
- Ensuring that the company transfers the unspent CSR amount to a separate bank account or fund specified in Schedule VII within a period of six months of the expiry of financial year, in case the Company fails to spend CSR amount in the financial year. The Board shall also ensure that it discloses the reason for not spending in its Annual Report.
- Board can alter Annual Action Plan at any time during the financial year, as per the recommendation of its CSR Committee, based on the reasonable justification to that effect.
- The Board shall pass a resolution in case it spends in excess of the requirement as per the act and company wants to set off that amount with succeeding years’ CSR amount.
- The Board with unanimous consent shall have the power to dissolve the CSR Committee and constitute a new committee any time as per its discretion.
B: The CSR Committee
The CSR Committee comprises of below members:
- Director 1
- Director 2
- Director 3
The CSR Committee of the Company will:
- Recommend to the Board regarding the selection of CSR activity and expenditure to be incurred in line with the CSR budget.
- Formulate and recommend the CSR Policy to the Board for approval.
- Formulate and recommend to the Board, an annual action plan which contains the list of CSR projects that are approved to be undertaken in that year, the manner of their execution, the modalities of utilisation of funds and implementation schedules, monitoring and reporting mechanism and details of need and impact assessment, if any.
- Instituting a transparent monitoring mechanism for Company’s social projects and monitoring them regularly.
- Constitute any sub-committee to assist and implement various or any specific CSR activities and/or project as may be approved by CSR committee. Such sub-committee may comprise of people from within the Company and/or outside company (of eminent reputation/ social worker/ domain expert etc.).
MONITORING AND REPORTING FRAMEWORK
A: Project monitoring
- The Company will institute a well-defined monitoring and evaluation mechanism to ensure that each social project is progressing as per the agreed timelines, has clear objectives developed out of the societal needs, is achieving the desired impact, is efficient and effective and to address the challenges faced (if any).
- A progress monitoring and reporting framework shall be instituted by the company that is aligned with the requirements of Section 135 of the Companies Act and the CSR Rules.
- The Company may use services of expert agencies, consultancy firms etc. for monitoring and evaluation of CSR projects.
B: Reporting framework
- The CSR Committee will monitor progress on CSR projects and CSR spend and report to the Board at the end of year or earlier, if needed.
- The Company will report CSR performance in its Annual Report as per the structure and format prescribed in the notified CSR Rules.
- The company’s engagement in this domain shall also be disseminated on its website and in-house journals, as and when deemed fit.