“Company” shall mean the Fair Exports (India) Private Limited, a Company incorporated under the provisions of the Companies Act, 1956 with its registered Office at Madhava Bldg Office No 501, bandra Kurla Complex Bandra East Mumbai -400051.
- “Act” shall mean the Companies Act, 2013 and includes any other rules, regulations made under the Act, statutory amendments, from time to time, and any other statutory enactment thereof.
- “Board” shall mean Board of Directors of the Company.
- “CSR” shall mean the Corporate Social Responsibility as defined in the Section 135 of the Act, 2013 and rules made there under.
- “Committee” shall mean the CSR Committee formed by the Board of Directors of the Company.
- “Activities” shall mean the CSR activities as prescribed by the Committee to the Board in cohesion with those enunciated in the schedule VII of the Act, 2013.
- “NGO” shall mean the non-profit organizations be it a Registered trust, society, section 8 of the Companies Act, 2013 made by the Company or its holding, subsidiary or associate Company, or any association formed and registered under the respective statutory body in India.
- “Beneficiaries” shall mean the person (s) or sector of people fructifying the benefits from the activities defined in clause 1.6, and shall include ecology, environment.
- “Directors’ report” shall mean the report under the section 134 of the Act 2013, by the Company;
The Board has constituted a committee especially for CSR known as CSR committee. The Board has absolute power to remove and induct any member into the committee.
- The members of the committee should be of age not less than 21 years.
- The tenure of the members shall be of five years and shall be eligible for re – appointment for a further period of five years or more by the Board of Directors of the Company.
- The Chairman of the committee shall be elected by the members of the Committee.
- The committee members will meet at least once in every twelve months.
- Notice of any meeting of the CSR Committee has to be given at least 3 (Three) days prior to any such meeting to be held, unless all Members unanimously waive such notice. Irrespective of the length of notice being given, attendance of a meeting by a Member shall be deemed waiver of the requisite length of notice by the Member.
- All the members presence shall form the Quorum.
- All decisions shall be taken by simple majority. In case of equality of votes on any matter, Chairman shall have a casting vote.
- The CSR Committee can also pass the resolution by circulation, if the draft resolution along with necessary papers, has been circulated to all the members of the CSR Committee (not being less than the quorum fixed for a meeting of the CSR Committee), then in India and has been approved by such of the members as are then in India, or by majority of such of them, as are entitled to vote on the resolution.
- Minutes of the proceedings and resolutions of the CSR Committee meetings shall be signed and confirmed by the Chairman of the meeting. Minutes so signed and confirmed shall be conclusive evidence of such proceedings and resolutions. Minutes of all Committee meetings will be open for inspection at any reasonable time on reasonable notice by any member of the Board of Directors of the Company.
- Minutes of the committee meeting shall be recorded in loose sheets bound and shall be initialed by the Chairman or in electronic form and shall be digital signed by the Chairman.
MAINTENANCE OF RECORDS
- Company Secretary of the Company or any other member of his/her team may be nominated as a responsible person for maintaining the records of all the Meetings and duly signed minutes of the Meeting of the CSR Committee at a place designated by the Committee.
- In every financial year, the Company should spend at least 2 percent of the average Net Profits of the Company made during the three preceding financial years.
However, at the recommendation of the CSR committee, the Board may decide to spend more amount but not less than the Profit as mentioned above other than the exceptional circumstances.
NOT FOR EMPLOYEES ONLY:
- The CSR activities should not be exclusively for the benefit of employees of the Company or their family members.
AMENDMENTS TO THE CSR POLICY:
- The Board of Directors shall have power to amend the CSR Policy at any point of time after taking recommendation of CSR Committee
- ROLE OF BOARD OF DIRECTORS
- Approve CSR Policy after considering recommendations of CSR Committee.
- Contents of CSR Policy on company’s website.
- Ensuring CSR Policy activities are undertaken.
ROLE AND RESPONSIBILITY OF THE COMMITTEE
The Committee shall
- Recommend the computed amount that shall be spend on CSR.
- The bifurcation on the recommended amount for the activities and the global activities.
- Determine the beneficiaries of the activities and global activities.
- Mode of serving the beneficiaries i.e. directly or indirectly through an NGO.
- Identify the NGO through which the beneficiaries shall be served.
- Determine the mode of payment to the identified NGOs.
- Report to the Board and aids in disclosing in the Directors’ report of the Board under section 134 of the Act, 2013 as well as uploading in the official web site of the Company.
The NGO selection criterions are;
- Legal identity and its organization
- Registration under the Income Tax and Foreign Exchange department, if applicable.
- Members in the Board of NGO.
- Past donors and recipients of NGO.
- Impact assessment on the activities undertaken.
- Directors’, employees, volunteers remuneration.
- Future projects appraisal;
- Beneficiaries of the activities.
- Projected impact assessment of the activities.
- Fund required for the activity and plan for contribution.
- Other donors contributing for these chosen activities.
- Mode of payment to the NGO either by cash/Demand Draft/Cheque
ACTIVITIES MAY BE INCLUDED IN CSR POLICY
As per Schedule VII of the Companies Act, 2013, there are 12 specified generic category of activities:
REVIEW OF ACTIVITIES
- Frequency of review will be on yearly basis.
- Implementation of changes desired.
- Alternate NGO performing better for the cause.
- Recommendation of the identified NGO for the review of Board.
- Preference shall be to local area and areas around it where it operates.
- A company may spend on CSR activities by way of an organization which is registered as Trust or Section 8 Company or Society or Foundation or any other form of entity operating within India.
- A company may incorporate / registered a separate trust, society, foundation, section 8 of the Companies Act, 2013 to facilitate CSR Activities.
- CSR activities in India only shall be taken into consideration.
- Expenditure thereof are eligible for computing CSR spending.
- The CSR policy of the Company as amended from time to time, shall be posted on the website of the Company.
- Surplus arising out of the CSR Activity will not be part of business of the Company.
- The Company may collaborate or pool resources with other companies to undertake activities.
COMPUTATION OF NET PROFIT FOR CSR.
For the purposes of this section "net profit" shall not include such sums as may be prescribed, and shall be calculated in accordance with the provisions of section 198.of Companies Act, 2013.