1. PRIMARY OBJECTIVE
The objective of the Corporate Social Responsibility Committee (the “Committee”) of the Board of Directors (the “Board”) the Company shall be to assist the Board and the Company in fulfilling its corporate social responsibility (“CSR”). The Committee has overall responsibility for:
- Formulate and recommend to the board corporate social responsibility policy (“the CSR Policy”), which shall indicate the activities to be undertaken by the Company as CSR activities that must be aligned with schedule VII of the Companies Act, 2013;
- Recommending the amount of expenditure to be incurred on the identified CSR activities; and
- Implementing and monitoring the CSR policy from time to time.
The purpose and responsibilities of the Committee shall include such other items/matters prescribed under applicable law or prescribed by the Board in compliance with applicable law from time to time.
The Committee is also responsible for reporting progress of various initiatives and in making appropriate disclosures on a periodic basis.
2. COMPOSITION
The Committee shall comprise of three or more Directors out of which at least one Director shall be Independent Director. (Independence would be decided upon by the Board and in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the “Listing Regulations”) and Companies Act, 2013 (hereinafter referred as the “Act”) and such other legal and regulatory environment that may be applicable to the Company.
3. SECRETARY
The Company Secretary shall act as the Secretary to the Committee Meetings.
4. QUORUM
The quorum necessary for transacting business at a meeting of the Committee shall be two members or one-third of the members of the Committee; whichever is greater. A duly convened meeting of the Committee at which the requisite quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
5. MEETING
The Committee shall meet at least as when required or as stipulated by Board from time to time.
6. ROLE OF THE COMMITTEE
6.1. CSR policy
6.1.1 The Committee should formulate a policy which shall indicate a list of CSR projects or programs which a company plans to undertake falling within the purview of Schedule VII of the Act, specifying modalities of execution of such project or programs and implementation schedules for the same
6.1.2 The Committee shall annually review the CSR Policy and associated frameworks, processes and practices of the Company, and shall monitor the CSR Policy from time to time and to make appropriate recommendations to the Board.
6.2 CSR Expenditure
The Committee shall identify the areas of CSR activities and recommend the amount of expenditure to be incurred on such activities to the Board.
7 ACCESS TO INFORMATION AND ADVISERS
The Committee has direct and unlimited access to all resources necessary to discharge its duties and responsibilities, including engaging counsel, accountants or other experts as it considers appropriate. This may include requesting management or engaging external remuneration consultants to provide information to the Committee. The Committee also has the authority to conduct or direct any investigation required to fulfill its responsibilities.
8. CSR REPORTING
The Board report of the Company shall include an annual report of CSR containing particulars as provided by the Companies (CSR Policy) Rules, 2014 as amended from time to time signed by the Chairman of the Committee and Chief Executive Officer or Managing Director of the Company.
9. OTHER FUNCTIONS
9.1 Perform other activities related to this Charter as requested by the Board.
9.2 Carry out additional functions as is contained in the Companies Act, 2013 or other regulatory requirements applicable to the Company.
10. REVIEW OF COMMITTEE CHARTER
The adequacy of this charter shall be reviewed and reassessed by the Committee as may be deem fit by the Committee and appropriate recommendations shall be made to the Board to update the same based on the changes that may be brought about to the regulatory framework, from time to time.
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