Corporate Social Responsibility Policy

  1. Introduction

    Commitment to contribute to the development of the society is a responsibility Aricent takes seriously. Along with Aricentians, we have been continually supporting numerous worthy projects. From sustainable programs to initiatives arising out of sudden needs like natural calamities, from organizing blood donation camps to conducting community programs, we have always come together as one and contributed wholeheartedly.

    Corporate Social Responsibility has always been on Aricent’s agenda. Further pursuant to Section 135 of the Companies Act, 2013 (‘the Act’), and Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘the Rules’) every Company having net worth of Rs. 500 crore or more or turnover of Rs. 1,000 crore or more or net profit of Rs. 5 crore or more in a financial year shall constitute Corporate Social Responsibility Committee (‘CSR Committee’) and the CSR Committee shall formulate and recommend Policy.

    CSR Committee so constituted formulated a Policy on Corporate Social Responsibility (CSR Policy) and recommended the same to the Board of Directors of the Company (‘Board’) for its approval. The Board vide its resolution dated January 09, 2015 approved and adopted the CSR Policy with immediate effect.

  2. Objectives of CSR Policy

    This Policy shall be read in line with Section 135 of the Companies Act 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 and such other rules, regulations, circulars, and notifications (collectively referred hereinafter as ‘Regulations’) as may be applicable and as amended from time to time and will, inter-alia, provide for the following:

    • Establishing a guideline for compliance with the provisions of the Regulations to dedicate a proportion of Company’s profits for social projects.
    • Ensuring an increased commitment at all level in the Company to participate in CSR program.
    • Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting.
  3. Scope and Applicability

    This policy is applicable to all sectors of the Company with the aim to achieve the objectives of our CSR program.

  4. Activities

    The Policy recognizes that corporate social responsibility is not merely compliance; it is a commitment to support initiatives that measurably improve the lives of underprivileged by one or more of the following focus areas as notified under Section 135 of the Companies Act 2013 read with Schedule VII to the Act and the Companies (Corporate Social Responsibility Policy) Rules 2014:

    1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of the Sanitation and making available safe drinking water;
    2. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
    3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
    4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
    5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;
    6. Measures for the benefit of armed forces veterans, war widows and their dependents;
    7. Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
    8. Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
    9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
    10. rural development projects;
    11. Slum area development

    CSR activities shall be undertaken as projects, programs of activities (either new or ongoing) excluding activities undertaken in pursuance of the normal course of business of the Company.

    The above mentioned CSR activities shall also include all other activities added and/or extended under Schedule VII to the Companies Act, 2013 as amended from time to time.

  5. Areas to be covered

    The Act provides 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. The Company will thus give preference to conducting CSR activities in the state of Haryana, Karnataka, Tamil Nadu, Andra Pradesh, New Delhi (NCR) and such other state(s) in India wherein the Company has/will have its operations.

    However, the Committee may identify such areas other than stated above, as it may deem fit, and recommend it to the Board for undertaking CSR activities.

  6. Budget

    The Company would spend not less than 2% of the average Net Profits of the Company made during the three immediately preceding financial years. The surplus arising out of the CSR activity will not be part of business profits of the Company. The Corpus would thus include the 2% of average net profits, as aforesaid, any income arising there from and surplus arising out of CSR activities.

  7. CSR Committee

    The CSR Committee will consist of three directors, out of which at least one director shall be independent director.

    The Committee will meet as and when deemed appropriate to discuss and review CSR activities. A quorum of two members is required to be present for the proceedings to take place. The Committee shall have the authority to call such employee(s), senior official(s) and or externals to participate in the meeting, as it deems fit. The Company Secretary shall act as Secretary to the Committee.

  8. Implementation Mechanism

    A list of CSR projects/programs which the Company plans to undertake during the implementation year will be laid down before the Committee, specifying modalities of execution in the areas/sectors chosen and implementation schedules for the same.

    Identification of projects will be made, inter-alia, by assessing the following:

    1. Project Objectives - CSR Committee in consultation of the Board will identify suitable projects for implementation in line with the objectives of the Company and requirements laid down under the Regulations.
    2. Baseline Survey - As-is and To-be state basis, accordingly the outcome of the project will be measured.
    3. Implementation schedules - Timelines for milestones of the project will need to be prescribed and agreed upon.
    4. Responsibilities and authorities.
    5. Major results expected and measurable outcome including the expenses/charges ratio as against the actual CSR spend.

    The Company may build CSR capacities of its personnel but such expenditure shall not exceed five percent of total CSR expenditure of the Company in one financial year.

    The Company may also conduct/implement its CSR program through Trusts, Societies, or Section 8 companies operating in India, which are not set up by the Company itself, herein collectively referred to as ‘CSR Implementing Agency(s)’. CSR Implementing Agencies shall meet the following criteria to be eligible for selection by the CSR Committee: CSR Implementing Agency(s) is a Trusts, Registered Society, or Section 8 Company having an established track record of three years in undertaking similar CSR programs or projects in pursuance with the relevant regulations; and

    1. Possesses a valid income-tax Exemption Certificate;
    2. Possesses a permission from Ministry of Home Affairs for receipt of contribution under Foreign Contribution (Regulations) Act, 2010;
    3. Prepared and submitted detailed project proposal with funding requirements;
    4. Have requisite framework to report progress/status of the projects on a regular basis on agreed parameters;
    5. Maintain a required level of auditable records on the CSR initiatives conducted in conjunction with the Company.

    The Company may also collaborate with other companies to undertake CSR projects or programs, provided the CSR Committees of the respective companies are in position to report separately on such projects or programs.

  9. Monitoring process

    The CSR Committee shall prepare a transparent monitoring mechanism for ensuring implementation of the projects/programs/activities proposed to be undertaken by the Company or through CSR Implementing Agencies.

    The CSR Committee shall have the authority to obtain professional advice from external sources and have full access to information contained in the records of the Company as well as the powers to call any employee / external consultant or such other person(s) and for such purpose as may be deemed expedient for the purpose of accomplishments of overall CSR objectives laid down under the Act.

    The Monitoring process shall include:

    1. Appropriate documentation of the CSR Policy, CSR activities, execution reports, reports on execution by CSR Implementing Agency(s) and all expenditures. The documents shall be maintained on regular basis and updates shall be provided to CSR Committee and/or to the Board.
    2. CSR Committee and persons / entities authorized by it, will conduct due diligence checks on the current projects on a periodical basis and report anomalies, if any, immediately to the Committee/Board.
    3. Based on analysis of current projects, carry out roadmap planning for allocation of budget and selection of projects.
    4. Plan and publish an annual calendar of major events so as strive for maximum participation of stakeholders.
    5. Initiatives undertaken on the CSR front will be reported in the Annual Report of the Company.
  10. Funding

    As per the Regulations, the Company will set aside, for annual CSR activities, an amount equal to 2% of the average Net Profits of the Company made during the three immediately preceding financial years.

    Provided that all reasonable efforts will be made to ensure that the annual CSR allocation is fully utilized in the respective year. However, if the Company fails to spend such amount, the Board of Directors shall, in its report under sub section (3) of Section 134 of the Act shall specify the reasons for not spending the amount.

    CSR Committee shall approve and allocate the proposed expenditure towards CSR activities. The same shall be amended annually after the review by the Committee at the end of financial year or at such time, as the Committee may deem fit.

    Tax treatment of CSR spend will be in accordance with the Income Tax Act, 1961 as may be notified by Central Board of Direct Taxes (CBDT) from time to time.

  11. General

    Definitions

    Words and expressions used in this CSR Policy and not defined in the Policy but defined in the Regulations shall have the meaning respectively defined to them in the Regulations.

    Review and Reporting

    The CSR Committee will review the benevolent activities of the Company and will provide progress update to the Board of Directors after every six months/such other intervals as deemed fit.

    The Company will report, in the prescribed format as set out in the Regulations, the details of CSR initiatives and activities of the Company in the Directors’ Report, as required under the Regulations. Such reporting will be done, pertaining to financial year(s) commencing on or after the 1st day of April 2014.

    Amendments to the Policy

    The Board of Directors on its own and/or as per the recommendations of CSR Committee can amend this Policy, as and when required. Any or all provisions of the CSR Policy would be subject to revision/amendment in accordance with the Regulations on the subject as may be issued from relevant statutory authorities, from time to time.