[Pursuant to Section 135 of the Companies Act, 2013, read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014]
Prayag Polytech Private Limited (“Company”) has long been actively involved in social and community development. We are committed towards social causes and their development.
As required under the provisions of Companies Act, 2013 (“Act”), the Company is pleased to announce its Corporate Social Responsibility Policy (“CSR Policy” or “Policy”). Our goal shall be to focus on CSR activities strictly in compliance with applicable laws from time to time in force, including the Act and the rules thereunder. Towards this purpose, the Policy has been designed to achieve the Company’s social goals, while satisfying the required statutory obligations.
CSR FOCUS AREAS
In accordance with the primary CSR philosophy of the Company and the specified activities under the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and any amendment(s) thereof, the CSR activities to be undertaken by the Company under this Policy shall be the following:
Key activities relating to:
-shall qualify as CSR activities of the Company.
Every activity to be undertaken by the Company as mentioned above shall be approved by the CSR Committee (as defined herein). For the purpose of carrying out the CSR activities, preference shall be given to the local area and the areas around which the Company operates.
IMPLEMENTATION OF CSR ACTIVITIES
The Company may carry out the CSR activities in accordance with the terms of this Policy, either on its own, or through a registered trust or registered society or through a company registered under Section 8 of the Act, whether established by the Company, a subsidiary of the Company, an Associate Company2 of the Company or by a third party.
The Company may also collaborate with other companies to undertake projects, programs or CSR activities in such a manner that the CSR Committees of the respective companies are in a position to report separately on such projects or programs in accordance with the Policy and the applicable CSR regulations from time to time in force.
If the Company chooses to carry out the CSR Activities through a registered trust or registered society or a Section 8 company incorporated under the Act, which is established by a third party (“CSR Partner”), guidelines mentioned in Clause 4 below are required to be followed in choosing such CSR Partner.
The Company shall, in every financial year set asidea sum which shall not be less than 2% of the average net profits of the company made during the three immediately preceding financial years or as may be required by the Act from time to time; for the purpose of undertaking CSR activities. Any surplus arising out of CSR Activities implemented by the Company shall not form part of business profits.
Payments shall be made directly to the CSR beneficiaries from the aforementioned amount.
In the event Company is unable to spend the amount earmarked for the CSR Activities in a financial year, the CSR Committee shall submit a report in writing to the board of directors of the Company specifying the reasons for not spending the amount, which in turn shall be reported by the board of directors of the Company in their report to the shareholders of the Company for that particular financial year.
CSR Committee shall be constituted by the Board of Directors of the Company. The roles, responsibilities and functioning of
the CSR Committee shall be as provided below:
The CSR Committee will consist of the following members being directors of the company:
Any change in the composition of the CSR committee will be based on approval of the Board of Directors of the Company.
Quorum: Any two members of the CSR Committee personally present or via video conferencing, shall form a quorum for the meeting of the CSR Committee.
Meetings: The meetings of the CSR Committee shall be held once in every calendar quarter. Meetings can be convened at such time, at such place and on such day, as the members of the CSR Committee may deem fit. The minutes recording the proceedings of the CSR Committee meetings shall be placed before the next board meeting of the Company for approval. Provisions relating to conducting board meetings via video conferencing shall apply mutatis mutandis to the CSR Committee meetings.
Notices: Any one of the CSR Committee members shall be authorised to issue notice to convene the meetings of the CSR Committee.
Decisions: Matters transacted at the meetings of the CSR Committee or by way of resolutions by circulation shall be decided by majority vote of the CSR Committee members.
ROLE AND RESPONSIBILITIES OF THE CSR COMMITTEE
CSR Committee shall:
POLICY REVIEWAND FUTURE AMENDMENT
The CSR Committee shall review the CSR Policy from time to time and make suitable changes as may be required and submit the same for the approval of the Board of Directors of the Company.