Mr. Akihiko Shimizu
Mrs. Yasuyuki Inoue
1.1 This policy, which encompasses the philosophy of Antelec Limited (“Company”) for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare and sustainable development of the community at large, is titled as the ‘Antelec Limited CSR Policy’.
1.2 This policy shall apply to all Corporate Social Responsibility ("CSR”) initiatives and activities to be undertaken by the Company.
1.3 This CSR Policy shall operate as the Corporate Social Responsibility Policy of the Company for the purposes of Section 135 of the Companies Act, 2013 and the rules made thereunder, as amended from time to time.
2.1 In alignment with vision of the Company, the Company, through its CSR initiatives, will enhance the welfare of the society so as to promote sustained growth for the society in fulfilment of its role as a socially responsible corporate.
2.2 The objective of the CSR Policy is to:
2.2.1 Ensure an increased commitment at all levels in the organisation, to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders.
2.2.2 To directly or indirectly take up programmes that benefit the communities in and around its work centres and results, over a period of time, in enhancing the quality of life and economic well-being of the public at large.
2.2.3 To generate, through its CSR initiatives, a community goodwill for the Company which will help and reinforce a positive and socially responsible image of the Company as a responsible corporate entity./p>
3.1 The Company proposes to serve the society by undertaking CSR projects / programs and proactively responding to the needs of the community preferably in the economic proximity of the Company’s operations.
3.2 The Company proposes to adopt one or more of the following CSR projects / programmes / activities as prescribed under Schedule VII of the Companies Act, 2013, as amended from time to time, including Government notifications/circulars issued from time to time and other applicable law, if any.
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 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, 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].
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 art and handicrafts;
measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;
training to promote rural sports, nationally recognised sports, paralympic sports and olympic sports
contribution to the prime minister's national relief fund [or Prime Ministers Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund)] or any other fund set up by the central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women;
Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and
Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).]
rural development projects
slum area development
disaster management, including relief, rehabilitation and reconstruction activities.]
3.3 The CSR Budget shall be utilized for carrying out Projects / Programs relating to activities specified in Schedule VII to the Act including multi – year Projects / Programs of not more than 3 years duration excluding the Financial year in which it was commenced. It shall also 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; but shall not include:
( i ) activities undertaken in pursuance of normal course of business of the company;
( ii ) any activity undertaken by the company outside India except training of Indian sports personnel representing any State or Union territory at national level or India at international level;
( iii ) contribution of any amount directly or indirectly to any political party under section 182 of the Act;
( iv ) activities benefitting employees of the company
( v ) activities supported by the companies on sponsorship basis for deriving marketing benefits for its products or services;
( vi ) activities carried out for fulfilment of any other statutory obligations under any law in force in India;
3.4 In furtherance of specific CSR projects or programmes, the Company may collaborate with NGOs and other like-minded stakeholders, including other companies, registered trusts and societies, in order to leverage upon the collective expertise, wisdom and experience that such relationships may bring.
For effectively carrying out the above-mentioned objectives, the company has constituted the “Corporate Social Responsibility Committee” (the “CSR Committee") in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, to ensure that the purpose of this Policy is being achieved.
4.1 The CSR Committee of the Company shall comprise of three or more Directors including at least one independent Director as decided by the Board from time to time.
4.2. The CSR policy and programs shall be implemented, managed and supervised by the CSR committee appointed by the Board of Directors of the Company (“CSR Committee”).
4.3. For the relevant financial year, the Board’s report shall disclose the composition of the CSR Committee.
The CSR Committee shall:
5.1. Formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Act but not limited to the Projects and Programs specified therein;
5.2. Formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy, which shall include the following, namely:-
a) the list of CSR projects or programs that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
b) the manner of execution of such projects or programs, whether by itself or through another entity
c) the modalities of utilization of funds and implementation schedules for the projects or programs;
d) monitoring and reporting mechanism for the projects or programs; and
e) details of need and impact assessment, if any, for the projects undertaken by the company, provided that committee may recommend to the Board any alteration of such plan during financial year based on reasonable justification.
5.3 The Committee may recommend engaging International Organizations for designing, monitoring and evaluation of the CSR projects or programs as well as for capacity building of the Company’s personnel for CSR.
5.4 The Committee may recommend collaborating with other companies for undertaking CSR activities
6.1. The Board shall after taking into account the recommendations made by the CSR Committee
Approve the CSR Policy for the company,
Disclose contents of such Policy in its report and
Place it on the company's website
6.2 Ensure that the activities as are included in the CSR Policy of the company are undertaken by the company.
6.3 The Board shall ensure that the company spends, in every financial year, at least 2% of the average net profits of the company made during the 3 immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy;
6.4 If the company fails to spend such amount, the Board shall, in its annual report, specify the reasons for not spending the amount, unless the unspent amount relates to any ongoing project, and transfer such unspent amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year
6.5 In case of ongoing project, the Board 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.
6.6 The Board may alter any plan relating to CSR Projects /Programme during financial year on the recommendation of its CSR Committee based on reasonable justification.
6.7 To review impact assessment and shall be annexed to Annual Report on CSR.
6.8 To place CSR policy on its Websites.
7.1. Every year, the Company shall with the approval of its Board of Directors make a budgetary allocation for CSR activities/ projects for the year. The budgetary allocation will be based on the profitability of the Company and the requirements of applicable laws.
7.2 The Board shall ensure that the administrative overheads shall not exceed 5% percent of total CSR expenditure of the company for the financial year. Administrative Expenses means 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.
7.3 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 the CSR policy and the 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 the financial year.
7.4 In case the company spends an amount in excess of the CSR budget, such excess amount may be set off against the requirement to spend up to immediate succeeding three financial years subject to the conditions that –
the excess amount available for set off shall not include the surplus arising out of the CSR activities, if any,
the Board of the company shall pass a resolution to that effect
7.5 The CSR amount may be spent by a company 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 having CSR Registration Number
beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or
a public authority:
Note: Any capital asset created by a company prior to the commencement of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, shall within a period of 180 days from such commencement comply with the requirement of this rule, which may be extended by a further period of not more than 90 days with the approval of the Board based on reasonable justification.
7.6 Unspent Amount:
1. Related to Ongoing Projects:
• Any amount remaining unspent pursuant to any ongoing project,shall be transferred by the company within a period of thirty days from the end of the financial year to a special account to be opened by the company in that behalf for that financial year in any scheduled bank to be called the “Unspent Corporate Social Responsibility Account
• Such amount shall be spent by the company in pursuance of its obligation towards the CSR Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.
2. Related to Other Projects
• if the company fails to spend the CSR budget of the year, the Board shall, in its report, specify the reasons for not spending the amount and, unless the unspent amount relates to any ongoing project, transfer such unspent amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year. Until a fund is specified in Schedule VII for the purpose of transfer of unspent amounts, the unspent CSR amount if any, shall be transferred by the company to any fund included in Schedule VII of the Act
8.1. The company shall undertake CSR activities (new and ongoing) in line with the activities specified in Schedule VII of the Companies Act 2013, by itself or through:-
company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company, or
a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or
a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.
Provided that every entity covered above, who is engaged for CSR Projects on or after 1st April 2021 has the unique CSR Registration number from the Central Government
Provided also that, the company has specified the projects or programs to be undertaken through these entities, the modalities of utilization of funds on such projects and programs and the monitoring and reporting mechanism.
8.2 The Board of a company shall satisfy itself that the CSR funds have been utilized for the purposes and in the manner as approved by it and that the Chief Financial Officer or the person responsible for financial management has certified to that effect.
8.3 In case of ongoing project, the Board 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. However, the Board may alter such plan at any time during the financial year, as per the recommendation of its CSR Committee, based on reasonable justifications to that effect.
8.4 The Company shall utilize the amount earmarked for CSR activities only in India.
8.5 The Company shall give preference to the local areas in and around its Head Office and its branch offices for CSR implementation
8.6 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 applicable rules. However, the CSR Committee of such group Companies or Associate Companies shall provide separate reports on such projects or programmes in accordance with the applicable laws.
8.7 The Company may use services of expert agencies, consultancy firms etc. wherever required for carrying out base line surveys, guidance on project design and implementation, impact assessment surveys etc.
8.8 The CSR Committee from time to time will specify the list of activities to be undertaken by the company and shall place before the Board the status update of the projects and programs undertaken specifying the modalities of execution of such activities or projects.
8.9 The CSR Committee may approve the outside agencies with whom the collaborations or association may be established to undertake CSR activities.
9.1 The Company shall, on exceeding the average CSR obligation in the 3 immediately preceding financial years, by 10 crore rupees or more, undertake impact assessment, through an independent agency, of its CSR projects having outlays of 1 crore rupees or more, and which have been completed not less than one year before undertaking the impact study.
9.2 The impact assessment reports shall be placed before the Board and shall be annexed to the annual report on CSR.
9.3 The expenditure towards the impact assessment may booked in the expenditure towards CSR for that financial year, which shall not exceed 5% percent of the total CSR expenditure for that financial year or 50 lakh rupees, whichever is less
10.1. The Board of Directors of the company shall report in the Board’s Report a detailed description as per the prescribed format, of the CSR activities undertaken and status update thereof.
10.2. The CSR Committee is responsible for undertaking the CSR activities and ensuring that the CSR Budget is utilized as per the statutory requirement.
10.3. During every financial year, the CSR Committee will meet as and when required for the purpose of undertaking overview of the CSR activities. The committee shall review and discuss the scope of the activities or programmes or projects those were undertaken during the financial year as a part of the company’s CSR activities/projects. The Board of Directors of the Company shall from time to time review CSR activities of the Company.
11.1 This CSR Policy approved by the Board of the Company is valid from July 8, 2021 and will be in force till such time it is modified or amended by the Board of Directors on recommendation of the CSR Committee.
11.2 Any or all provisions of the CSR Policy would be subject to revision/amendment amendments by the Board of Directors of the company based on the recommendations of the CSR committee in accordance with the Companies Act, 2013 and rules made thereunder.
11.3. The company reserves the right to modify, cancel, add, or amend any of the provisions of CSR policy stated herein above.