Darwinbox Corporate Social Responsibility [CSR] Policy
Darwinbox Charter’s on Corporate Social Responsibility
1.
Darwinbox Digital Solutions Private Limited (“Company/Darwinbox”) is committed to operate and grow its business in a socially responsible way. Darwinbox strongly upholds its belief to integrate its activities in community development, social responsibility and environmental responsibility and encourage each business unit or function to include these considerations into its operations. To implement its beliefs, the Board of Directors (“Board”) of the Company has adopted the following policy and procedures with regard to Corporate Social Responsibility in accordance with Section 135 of Companies Act, 2013 (“Act”) and Companies (Corporate Social Responsibility) Rules, 2014 (“CSR Rules”), as amended from time to time.
Definitions
2.
“Administrative overheads” means the expenses incurred by the Company for ‘general management and administration’ of CSR functions in the Company but shall not include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular CSR Project or Program;
“Business” means the business of providing integrated human resource cloud solutions on a B2B basis;
“CSR Activities” means the activities undertaken by the Company in pursuance of its statutory obligation laid down in Section 135 of the Act and CSR Rules, but shall not include the following, namely:-
- activities undertaken in pursuance of normal course of Business of the Company;
- any activity undertaken by the Company outside India except for training of Indian sports personnel representing any State or Union territory at national level or India at international level; contribution of any amount directly or indirectly to any political party under Section 182 of the Act;
- activities benefitting employees of the Company as defined in clause (k) of section 2 of the Code on Wages, 2019 (29 of 2019);
- activities supported by the companies on sponsorship basis for deriving marketing benefits for its products or services;
- activities carried out for fulfilment of any other statutory obligations under any law in force in India;
“CSR Project or Program” means programs, projects, and activities carried out by the Company as per the provisions of the Act, CSR Rules, Schedule VII and the Policy;
“CSR Committee/Committee” means CSR Committee constituted by the Board of the Company;
“CSR Rules” means the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time;
“CSR Expenditure” means the amount recommended by the Board or CSR Committee, to be incurred on the CSR Activities in India pursuant to the provisions of the Act read with the CSR Rules and as per the terms approved by the Board from time to time;
“International Organisation” means an organisation notified by the Central Government as an international organisation under Section 3 of the United Nations (Privileges and Immunities) Act, 1947 (46 of 1947), to which the provisions of the Schedule to the said Act apply;
“Ongoing Project” means a multi-year project undertaken by the Company in fulfilment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced, and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the Board based on reasonable justification;
“Policy/CSR Policy” means Darwinbox Corporate Social Responsibility Policy as amended from time to time.
Any other term not defined herein shall have the same meaning as defined in the Act, CSR Rules or any other applicable regulation.
Company’s Objective & Philosophy
3.
As an integral part of our commitment to be a Good Corporate Citizen, we at Darwinbox believe in actively assisting in the improvement of the quality of life of the people in the communities, giving preference to local areas around our business operations. The social responsibility of a business is to give back to the world just as it gives to us. It is pertinent that business enterprises are economic organs of society and draw on societal resources, we at Darwinbox believe that a Company’s performance must be measured by its Triple Bottom Line contribution to building economic, social and environmental capital towards enhancing societal sustainability. We shall strive to bring innovation to our CSR initiatives and optimize their effectiveness while seeking to create a measurable impact on our CSR Activities.
4.
Guiding Principles
The Company shall spend its CSR expenditure in accordance with Section 135 read with Schedule VII of the Act and CSR Rules. The broad guiding principles for selection of CSR Activities are:
- The Company may opt those activities wherein the Company has prior experience to make the CSR Activities most effective. However, this shall not be a restriction for the Company to undertake any other activity as may be deemed suitable by the Committee or Board.
- The programs identified/adopted should be adaptive and flexible to meet the changing dynamics.
- Focus should be on long-term sustained impact of the programs rather than one-time impact or requiring continuous intervention.
- All quantifiable socially conscious efforts should be measured and appropriately communicated.
- CSR Activities will be carried out in a manner that the preference is to undertake the CSR Activities in and around the local areas where the Company operates.
Based on the above principles the Board or Committee shall identify the areas for the CSR Programs of the Company from any of the activities getting covered in Schedule VII of the Act and amended from time to time.
5.
Implementation
- To implement the Company’s CSR programs through Company personnel or through external implementing agencies or through Registered Trusts / Society or a Section 8 company that may be established by the Company or its holding/subsidiary/associate company from time to time. In such cases, the Company will specify the CSR Programs that may be undertaken by those.
- Trusts/Societies or Section 8 companies in accordance with their objects and administrative and accounting processes laid down in the respective Trust Deeds/ Memorandum and Articles of Association.
- The Company may engage International Organizations for designing, monitoring, and evaluating the CSR Projects or Programs as per its CSR policy as well as for capacity building of their own personnel for CSR.
- The Company may also collaborate with other companies for undertaking projects or programs or CSR Activities in such a manner that the CSR committees of respective companies are in a position to report separately on such projects or programs in accordance with the Act, Rules and this Policy.
- The Board or Committee shall satisfy itself that the funds so disbursed have been utilized for the purposes and in the manner as approved by it and the Chief Financial Officer or the person responsible for financial management shall certify to the effect.
- In case of ongoing project, the Board of the Company shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.
6.
Governance
Every year, the Board or Committee will consider and approve the CSR annual action plan delineating the CSR Programs to be carried out during the financial year and the specified budgets thereof with any modification that may be deemed necessary including but not limited to the following details:
- The list of CSR projects or programs that are proposed to be undertaken in areas or subjects specified in Schedule VII of the Act;
- The manner of execution of such projects or programs as specified in the CSR Rules;
- The modalities of utilisation of funds and implementation schedules for the projects or programs;
- Monitoring and reporting mechanism for the projects or programs; and
- Details of need and impact assessment, if any, for the projects undertaken by the Company.
The Board or Committee shall review the implementation of the CSR Programs periodically and issue necessary directions from time to time to ensure orderly and efficient execution of the CSR Programs in accordance with the Policy.
7.
CSR Expenditure
- The Company shall spend at least 2% (two percent) of the average Net Profits of the Company made during the three immediately preceding financial years in accordance with the Act, the CSR Rules and the CSR Policy.
- Any surplus arising out of the CSR Activities shall not form part of the business profit of the Company and shall be ploughed back into the same project or shall be transferred to the unspent CSR account and spent in pursuance of CSR Policy and annual action plan of the Company or transfer such surplus amount to a Fund specified in Schedule VII, within a period of six months of the expiry of a financial year.
- An amount spent in excess of the requirement provided under Section 135(5), may be set off against the requirement to spend under Section 135(5) up to immediate succeeding three financial years subject to the fulfillment of following conditions –
- the excess amount available for set off shall not include the surplus arising out of the CSR Activities, if any, in pursuance of Rule 7(2) of the CSR Rules; and
- the Board shall pass a resolution to that effect.
- The Board or Committee shall ensure that the Administrative Overheads shall not exceed 5% (five percent) of the total CSR expenditure of the Company for a financial year.
- The Company may spend CSR amount 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 registration number under Rule 4(2) of the CSR Rules; or
- beneficiaries of the said CSR Project, in the form of self-help groups, collectives, entities; or
- a public authority as defined in clause (h) of section 2 of the Right to Information Act, 2005.
- CSR expenditure will include all expenditure as may be permitted under the applicable laws, including contribution to corpus for CSR Programs approved by the Board or Committee on, but does not include any expenditure on an item not in conformity or not in line with activities that fall within the purview of Schedule VII of the Act.
8.
Reporting
- The Board’s Report of the Company shall include an annual report on CSR containing particulars prescribed (or may be prescribed from time to time) in the Act and CSR Rules.
- In respect of the reporting, the Board will be responsible to ensure that:
- The report of the Board includes the annual report on CSR Activities of the Company and sets out the requisite information in terms of the Act and the CSR Rules;
- The contents of the latest and updated version of the CSR Policy are included in the report of the Board;
- In case of failure to spent the minimum CSR Expenditure, detailed reasons for the same are adequately disclosed in the Board’s Report.
9.
Impact Assessment
In case, the Company has average CSR obligation of Rupees Ten Crore or more in pursuance of Section 135(5) of the Act, in the three immediately preceding financial years, it shall undertake impact assessment, through an independent agency, of its CSR projects having outlays of Rupees One Crore or more, and which have been completed not less than One year before undertaking the impact study. The impact assessment reports shall be placed before the Board or Committee and shall be annexed to the annual report on CSR. In order to undertake impact assessment, the Company may incur an amount up to 5% of the total CSR expenditure for that financial year or Rupees Fifty Lakh, whichever is less and the same shall be considered as CSR expenditure for that financial year.
10.
Disclosures
The contents of the approved CSR Policy shall be disclosed in the Board’s report and on the Company’s website.
11.
Amendments
The Board of the Company may, subject to compliance with applicable law, at any time alter, amend, or modify the CSR Policy as it deems fit to comply with the statutory obligation of the Company to undertake the CSR Activities.
Note: The Board shall look after the implementation, review and other concerns pertaining to the CSR Activities as the Company is not required to incur CSR expenditure on account of losses during the immediately preceding 3 consecutive financial years. Further, the Board shall approve the annual action plan once the Company is required to incur the CSR expenditure.