Manjushree Technopack Limited(hereinafter referred as ‘Manjushree’) has been actively participating in social responsibility initiatives through the new Indian Companies Act, 2013 in one of new initiatives, has made it mandatory for companies falling under certain threshold limits of turnover or paid up capital or net profit criteria to formulate a Corporate Social Responsibility (CSR) Policy and also spend a certain amount of average net profits on specified CSR activities. Hence, it has become imperative for the Company to formulate a policy to be compliant with law. The Board of Directors of the Company at its meeting held on 21st May 2014has constituted a CSR Committee to formulate & recommend a policy, recommend spend and also monitor CSR spends. This policy has been framed in the light of the provisions of the Companies Act, 2013, the rules and regulations framed thereunder and the Board resolution of. 21st May 2014
This policy may be called as the Corporate Social Responsibility (CSR) PolicyofManjushree Technopack Limited.
In this policy, unless the context otherwise requires
Net Profit as per financial statements prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely:
Words and expressions used and not defined in this policy but defined in the Act and CSR Rules shall have meanings respectively assigned to them in the Act & CSR Rules.
The purpose of this policy is to define the CSR policy of the Company, the projects and programs to be undertaken by the Company for the purpose of complying with the Company’s’ CSR obligations, to prescribe the methodologies of implementation of the policy and periodic monitoring of the same.
The projects or programs to be undertaken by the Company under this policy shall be in compliance with the subjects enumerated in Schedule VII of the Act (as amended from time to time). The extract of the schedule VII of the Act is enclosed as Annexure II to this Policy. Should there be a change in the Schedule VII of the Act, the same shall be replaced automatically as Annexure II to this Policy.The Company will select projects or programs or activities under the broad areas as are enumerated in Annexure II.
The overall responsibility of administering, deciding the spend and monitoring the CSR Policy will vest with the CSR Committee. However, for the day to day effective implementation, actual spending, identifying the projects, liaising with identified agency/people, the CSR Committee, authorizes the Managing Director and Director HR of the Company (together shall be termed as “CSR Implementation Team”) as persons responsible for implementing the CSR Policy. The Managing Director and Director HR are authorized to enlist the services of such personnel of the company (Administration/Finance/HR/Quality/Legal& other persons interested in doing CSR activity and work on voluntary basis) and also seek services of an external expert agency, as they deem fit and if found necessary for the purposes of effective implementation of this policy. The Managing Director and Director HR are authorized to make any decisions as they deem fit for the purposes of effective implementation of the policy.
The CSR Implementation Team shall select the projects keeping in view the following guidelines:-
The amount to be spent on CSR activity shall be determined and recommended by the CSR Committee to the Board of Directors of the Company. The CSR Committee shall determine and recommend the amount to be spent for a particular financial year based on the audited accounts of the previous financial years. The amount to be determined shall be in accordance with the provisions of the Act and the CSR Rules. Upon approval by the Board of Directors of the amount to be spent for the financial year, the amount shall become available for actual spend.
The CSR Committee shall meet at least once in a year or as many times as required to decide, implement and monitor the CSR activities. Such meetings shall precede the meetings of the Board of Directors.
The projects or programs or organization selected for the purpose of CSR spends shall initially be made by the CSR Implementation team. The CSR Implementation Team shall submit a report to CSR Committee with the basis and reasons for selecting a particular project, its recommendation of the amount to be spent and such other matters as may be required/necessary. After selection by the CSR Implementation Team, the same shall be placed before the CSR Committee for its final approval. The CSR Committee shall approve the project/programme/organization and upon its approval, the project can be undertaken.
The actual spend for the year shall be such as may be determined by the CSR Committee. The amount shall become available for spend after determination by CSR Committee and its approval by the Board of Directors. The finance department of the Company shall transfer the amount determined by the CSR Committee to a separate account in the books of account. All expenses of CSR shall be defrayed from the normal bank accounts of the Company upon approval by the CSR implementation Team. The finance team of the Company shall keep proper accounts of the CSR expenditure and also vouchers/bills/invoices etc.
The registered office of the Company is situated in Bangalore. Karnataka, India. The provisions of the Act and CSR Rules prescribe that the CSR activities shall be performed by giving preference to the local area and areas around it where the Company operates. Hence, the area of activity for CSR activities shall be the state of Karnataka, India.
The CSR Committee shall monitor the CSR activity to be undertaken by the Company. In this process the CSR Committee shall be assisted by the CSR implementation Team. The CSR Implementation Team shall provide yearly reports to CSR Committee to be placed in CSR Committee Quarterly meetings which shall cover the following matters:-
The amount allocated by the CSR Committee shall be spent by the CSR Implementation Team within the same finalization year. Should there be any unspent amount for any reason out of the determined amount for the year, the CSR Committee shall take a decision on spending the same in any other manner within the framework of this Policy.
The surplus, if any, arising out of CSR activities or projects shall not form part of the business profit of the Company.
Within the framework of the provisions of the Act and the CSR Rules and to the extent permitted thereunder, the CSR Committee and the CSR Implementation Team shall explore the possibility of collaborating with other companies and other group companies so that the CSR spend can be effectively and advantageously spend which shall serve greater good.
If there are any matters which are not covered by this policy or in the Act or in the CSR Rules, the same shall be brought to the notice of the CSR Committee by the CSR Implementation team and thereafter the CSR Committee shall take a final decision on those matters.
Provided that the company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility activities:
Provided further that if the company fails to spend such amount, the Board shall, in its report made under clause (o) of sub-section (3) of section 134, specify the reasons for not spending the amount.
Explanation.--For the purposes of this section "average net profit" shall be calculated in accordance with the provisions of section 198.