Corporate Social Responsibility Policy

This document outlines Policy of Epicenter Technologies Private Limited (referred as “ETPL”) towards Corporate Social Responsibility, in accordance with the Companies Act 2013 ( the Act) and other corporate policy of the Company, if any.

Introduction

Corporate Social Responsibility (CSR) is the Company’s commitment to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

ETPL is committed to undertake CSR activities in accordance with the provisions of Section 135 of the  Companies Act, 2013 and  Rules framed thereunder.

ETPL commits itself to contribute to the society in ways possible for the organization and has set up its committed core CSR team, as a means for fulfilling this commitment.

Aims & Objective

To plan and execute activities related to ETPL Corporate Social Responsibility within the framework of business policies which are ethical, equitable, and environmentally conscious towards delivering services to the social sector.

Applicability

Company’s CSR policy has been developed in consonance to Section 135 of the Companies Act 2013 on CSR and in accordance with the CSR rules notified by the Ministry of Corporate Affairs, Government of India from time to time . It will be in line with the “Management of Social development Plans” of “ETPL”.

The Policy shall apply to all CSR projects/programmes undertaken by the Company in India.

Organization’s view of Social Development

In alignment with vision of the company, “ETPL”, through its CSR initiatives, will continue to enhance value creation in the society and in the community in which it operates, through its services & initiatives, so as to promote sustained growth for the society and community, in fulfilment of its role as a Socially Responsible Corporate, with environmental concern.

The policy will ensure an increased commitment at all levels in the organization and take up programmes that benefit the communities in & around its workcenter which results, over a period of time, in enhancing the quality of life & economic well-being of the local population. It also aims, through its CSR initiatives, a community goodwill for “ETPL” and help reinforce a positive & socially responsible image of ”ETPL” as a corporate entity.

Areas of action for social development

The following are the areas on which Social Development Action activities will be focused:

• Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to Swachh Bharat Kosh set up by Central Government for the promotion of sanitation and making available safe drinking water;

• Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

• Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

• Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water;

• 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;

• Measures for the benefit of armed forces veterans, war widows and their dependents;

• Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;

• Contribution to the Prime Ministers’ 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;

• Contributions or funds provided to technology incubators located within academic institution which are approved by the Central Government;

• Rural development projects/slum area development;

• And other activities, as specified in Schedule VII of the Act or recommended by the Ministry of Corporate affairs from time to time.

CSR Expenditure

In every financial year, ETPL shall spend 2% of its average Net Profits in the immediately preceding three (3) financial years.

CSR Expenditure shall mean all expenditure incurred in respect of specific projects/programs relating to the approved CSR activities.

CSR Expenditure shall not include expenditure on an item not in conformity or not in line with activities which fall within the purview of the CSR activities listed in above.

The surplus arising out of the CSR activities or projects shall not form part of the business profit of ETPL.

Roles and Responsibilities

Board

The Board of Epicenter Technologies Pvt Ltd. will be responsible for:

• Approving the CSR policy as proposed by the CSR Committee.
• Ensuring that in each financial year, the Company spends at least 2% of the average net profit made during the three immediate preceding financial years.
• Regularly monitoring implementation of the policy,
• Submit the reports to the Board in respect of the CSR activities undertaken by the Company,
• Ensuring annual reporting of CSR policy to the Ministry of Corporate Affairs, Government of India, as per the prescribed format.

CSR Committee

• The CSR committee of the company will be responsible for:

• Formulating the CSR policy in compliance to Section 135 of the Companies Act 2013 and corporate social responsibility within the framework of values and policies of ”ETPL” Organization.  
• Identifying and recommending CSR activities to be undertaken as per Schedule VII of the Companies Act 2013.
• Recommending to the Board, CSR expenditure to be incurred.
• Recommending to the Board, modifications to the CSR policy as and when required.
• Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Companies Act, 2013 and Rules framed thereunder,
• Recommend CSR Budget
• Regularly monitoring the implementation of the CSR policy
• CSR Committee will recommend the project wise annual budgeted expenditure to the Board for its consideration and approval.

• To formulate and recommend an annual action plan in pursuance of CSR Policy covering following aspects:

• The list of CSR projects or programs to be undertaken in areas or subjects specified in Schedule VII to the Companies Act, 2013;
• The manner of execution of such projects or programs as specified in Rule 4(1) of Companies (Corporate Social Responsibility) Rules, 2014;
• The modalities of utilisation of funds and implementation of schedules for the projects or programs;

• Half yearly reporting and review by the CSR committee and Half yearly review by the Board.

Composition of CSR Committee

CSR committee will consist of three Directors of “ETPL”.

The Board shall constitute the CSR Commitee as per aplicable provisions of the Act.

CSR Committee shall invite any person as an invitee at it’s meeting with the permission of Chairman.

Mode of Implementation

The CSR Activities may be undertaken by the Company directly through the Implementation Group or with the prior approval of the Board:

• Through a Trust, or a Society or a company established by the Company or its holding or subsidiary or associate company under Section 8 of the Act or otherwise; and/ or
• Through a Trust, or a Society or a company established under section 8 of the Act with

a established track record of three years in undertaking similar programs or projects; and/ or;

• In collaboration with other companies or NGOs
• In collaboration with any Industry Body coordinating such activities
• Direct contribution / implementation of any project approved by CSR committee/Board
• Contribution to PM Relief Fund or any other fund as may be notified by Government.

Monitoring and Reporting Framework

The CSR Committee will ensure a transparent monitoring mechanism for ensuring effective implementation of the projects/programme/activities proposed to be undertaken by the company.

The CSR Committee would have the responsibility of monitoring approved projects and fund disbursals for such projects. Monitoring mechanism will include visits, meetings and progress status reporting by the project team. The CSR activities will be reviewed by the CSR Committee.

A system will be put in place to maintain a transparent monitoring and reporting mechanism across all the stakeholders involved in the CSR activities of the company, as desired by the provisions of Section 135 read with any other applicable provisions and Companies (Corporate Social Responsibility) Rules, 2014 framed thereunder or any amendments in future.

Significant CSR activities and achievements will be reported as a part of Board’s Report in the Company’s Annual Report and also as per any other statutory and regulatory requirements.

A close programme monitoring, evaluation, reporting & documentation shall be carried out by the CSR Committee.

AMENDMENT

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.