CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

PREAMBLE

A socially responsible organisation cannot, and does not, limit itself to merely increasing its own profits. Neither does it treat corporate social responsibility as a burden to be borne, but instead, believes it to be one of the fundamental duties of an organisation towards society. CSR is a way of conducting business, by which a corporate entity visibly contributes to the social good.

At BOLZEN AND MUTTER LIMITED, we are constantly aware of our role in society, as that of a mentor and a builder of the lives of the children of our society, and therefore, its future. Hence, as a corporate entity, we at IMS strive at every stage to integrate the larger economic, environmental and social objectives with our core operations and growth. We endeavour to evolve our relationship with all our stakeholders for the common good, and validate our commitment in this regard by adopting appropriate business processes and strategies.

The provisions related to CSR are incorporated under Section 135 of Companies Act, 2013 (the Act) read with Schedule VII to the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the Rules) and further amendments thereto along with General Circular No. 21/2014 w.r.t. Clarification with regard to provisions of Corporate Social Responsibility under section 135 of the Companies Act, 2013. The Ministry of Corporate Affairs (MCA) has, vide its Notification dated 27th February 2014, implemented provisions related to CSR which will be effective from 1st April, 2014.

SCOPE & APPLICABILITY

The provisions related to CSR are incorporated under Section 135 of Companies Act, 2013 (the Act) read with Schedule VII to the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the Rules) and amendments thereunder time to time along with General Circular No. 21/2014 w.r.t. Clarification with regard to provisions of Corporate Social Responsibility under section 135 of the Companies Act, 2013.

This Policy has been formulated under the above provisions of the Act and shall be applicable to all CSR initiatives and activities undertaken by the Company, for the benefit of different segments of society.

OBJECTIVE

The objective of this Policy is threefold.

• a. Establish a guideline for compliance with the provisions of the Act and Rules related to CSR,
• b. Implement CSR initiatives in both letter and spirit through appropriate procedures and reporting, and
• c. Initiate projects that benefit the community at large.

DEFINITIONS:

In this Policy, unless the context requires otherwise,

• a. ‘Act’ means Companies Act, 2013 and the Rules made thereunder, as amended from time to time,
• b. ‘Company’ means BOLZEN AND MUTTER LIMITED,
• c. ‘Corporate Social Responsibility’ (CSR) means Corporate Social Responsibility as prescribed under section 135 of the Act and Rules made thereunder and further amendments thereto,
• d. ‘Net Profit’ means net profit as defined under section 135 Act and the Rules made thereunder, as set out below:

  Net Profit as per financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely:

  • i. any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise; and
  • ii. any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act.
• e. Words and expressions used in this CSR Policy and not defined herein but defined under the Act shall have the meaning respectively assigned to them in the Act.

CSR COMMITTEE:

Constitution of CSR Committee:

The CSR Committee shall consist of two or more Directors, as may be deemed fit by the Board. The Committee shall meet, whenever required, to discuss and review CSR activities and Policy. Quorum for the CSR Committee Meeting shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher.

The Committee members may attend the meeting physically or via such audio visual means as permitted under the Act. The Committee shall have the authority to invite such employee(s), senior official(s) and or externals experts, as it may deem fit, to attend the CSR Committee Meeting(s). The Company Secretary, if any, shall act as Secretary to the Committee.

Scope & Functions of CSR Committee:

The functions / terms of reference of CSR Committee shall, inter-alia, include the following:

• a. To formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as per the Act;
• b. To recommend CSR activity / programme / project to the Board for its approval;
• c. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company;
• d. To monitor the CSR Policy of the Company from time to time;
• e. To review the CSR activities of the Company and provide progress update to the Board of Directors at such interval as may be deemed fit.
• f. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors, from time to time.

CSR ACTIVITIES / PROGRAMMES / PROJECTS:

The Policy recognizes that corporate social responsibility is not merely compliance; it is a commitment to support initiatives that measurably improve the lives of under privileged section of the society by one or more of the focus areas as outlined in Annexure-I to this Policy.

The CSR Committee shall consider and approve (in line with the guidelines given below), CSR activities / programmes / projects to be undertaken during the year.

• a. To ensure that the CSR activity / programmes / project is not discriminatory in nature;
• b. The CSR activities be implemented within India and preferably in the areas where the Company has its presence;
• c. Programmes / projects that integrate business models with social and environmental priorities and process in order to create shared value shall be encouraged;
• d. CSR activity/ programme /project should not exclusively for the benefit of employees of the Company or their family members or those that are conducted /undertaken exclusively in pursuance to the normal course of business of the Company;
• e. Any surplus generated from CSR activity of the Company, will be plough back to the CSR initiavities of the Company.

This Policy will serve as guiding document to help identify, execute and monitor CSR projects in keeping with the spirit of the Policy.

Implementation:

The Company shall undertake CSR Projects which are closely linked with the principles of sustainable development and shared value, with involvement of local institutions and the community at large.

The CSR Core Team would assist in implementation and monitoring of the CSR projects / initiatives. The actual implementation of various initiatives would be broad-based with the involvement of various employees/units or through implementing agencies like NGOs, Trusts, Societies, Section 8 / Section 25 companies or through collaborative projects with other corporate.

Disbursement:

The disbursement of funds for CSR activity / programme / project will be in one or more tranche depending upon the nature and requirement of project. The terms, conditions and timing of disbursement will be with the approval of CSR Committee after due discussion with the CSR Core Team.

AMENDMENTS / MODIFICATION 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 or deemed fit. The provisions of this CSR Policy would be subject to revision/amendment in accordance with the provisions of the Act, as may be issued from relevant statutory authorities, from time to time.

Amendment

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.