Corporate Social Responsibility Policy and Committee Members

In terms of provisions of Section 135 of the Companies Act, 2013 and Corporate Social Responsibility Policy Rules, 2014, the Corporate Social Responsibility Committee (CSR Committee) has formulated a Corporate Social Responsibility Policy (CSR Policy) which indicates the activities which can be undertaken by the Company. This policy recommended by CSR Committee, was approved by the Board in its meeting held on 1st April, 2017.

1. Introduction

The Board of Directors (the "Board") of Arisudana Industries Ltd (the "Company") has adopted the following policy and procedures with regard to Corporate Social Responsibility. The Board may review and amend this policy from time to time subject to the recommendations of Corporate Social Responsibility Committee.

2. Policy Objective & Philosophy

It is pertinent that business enterprises are economic organs of society and draw on societal resources; we at the company believe that a company's performance must be measured by its Triple Bottom Line contribution to building economic, social and environmental capital towards enhancing societal sustainability. AIL believes that in the strategic context of business, enterprises possess, beyond mere financial resources, the transformational capacity to create game-changing development models by unleashing their power of entrepreneurial vitality, innovation and creativity. In line with this belief, the Company will continue crafting unique models to generate livelihoods and create a better society. Such Corporate Social Responsibility ("CSR") projects are far more replicable, scalable and sustainable, with a significant multiplier impact on sustainable livelihood creation and working for a cause of humanity.

3. Definitions

"Board of Director" or "Board" means the Board of Directors of the Company, as constituted from time to time.

"Company" means a company incorporated under the Companies Act, 2013 or under any previous company law.

"CSR Programmes" means Programmes, projects and activities carried out in this regard are the subject matter of this Policy.

"Corporate Social Responsibility Committee or Committee" means CSR Committee constituted by the Board of Directors of the Company, from time to time.

"Independent Director" means a Director of the Company, not being a whole time director and who is neither a promoter nor belongs to the promoter group of the Company and who satisfies other criteria for independence under the Companies Act, 2013.

"Policy" means Corporate Social Responsibility policy. Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013 or any other applicable regulation.

4. Policy

a. To direct AIL's CSR Programmes, inter alia, towards achieving one or more of the following - enhancing environmental and natural capital; supporting rural development; promoting education including skill development; providing preventive healthcare, providing sanitation and drinking water; creating livelihoods for people, especially those from disadvantaged sections of society, in rural and urban India and preserving and promoting sports.;

b. To develop the required capability and self-reliance of beneficiaries at the grass roots, in the belief that these are prerequisites for social and economic development;

c.To engage in affirmative action/interventions such as skill building and vocational training, to enhance employability and generate livelihoods for persons including from disadvantaged sections of society;

d.To pursue CSR Programmes primarily in areas that falls within the economic vicinity of the Company's operations to enable close supervision and ensure maximum development impact;

e.To carry out CSR Programmes in relevant local areas to fulfill commitments arising from requests by government/regulatory authorities and to earmark amounts of monies and to spend such monies through such administrative bodies of the government and/or directly by way of developmental works in the local areas around which the Company operates;

f.To carry out activities at the time of natural calamity or engage in Disaster Management system;

g.To contribute to the Prime Minister’ National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Caste, the Scheduled Tribes, other backward classes, minorities and women;

h.To contribute or provide funds to technology incubators located within academic institutions which are approved by the Central Government;

i.To contribute to any fund setup by the Central Government or State Government(s) including Chief Minister’s Relief Fund, which may be recognized as CSR activity;

j.To promote sustainability in partnership with industry associations, like the Confederation of Indian Industry (CII), PHD, FICCI, etc. in order to have a multiplier impact.

5. Implementation

To implement the Company's CSR Programmes through Company personnel or through external implementing agencies (and other Registered Trusts / Society or a Section 8 company that are established or that may be established by the Company or its holding/subsidiary/associate Company from time to time). In such cases, the Company will specify the CSR Programmes which may be undertaken by those Trusts/Societies or Section 8 companies in accordance with their objects and administrative and accounting processes laid down in the respective Trust Deeds/ Memorandum and Articles of Association.

6. Governance

Every year, the CSR Committee will place for the Board's approval, a CSR Plan delineating the CSR Programmes to be carried out during the financial year and the specified budgets thereof. The Board will consider and approve the CSR Plan with any modification that may be deemed necessary.
The CSR Committee will assign the task of implementation of the CSR Plan within specified budgets and timeframes to such persons or bodies as it may deem fit.
The persons/bodies to which the implementation is assigned will carry out such CSR Programmes as determined by the CSR Committee within the specified budgets and timeframes and report back to the CSR Committee on the progress thereon at such frequency as the CSR Committee may direct. The CSR Committee shall review the implementation of the CSR Programmes periodically and issue necessary directions from time to time to ensure orderly and efficient execution of the CSR Programmes in accordance with this Policy.
The CSR Committee will review periodically and keep the Board apprised of the status of the progress of implementation of the approved CSR Programmes.

Finally at the end of every financial year, the CSR Committee will submit its report to the Board.

7. CSR Expenditure

CSR expenditure will include all expenditure as may be permitted under the applicable laws, including contribution to corpus for CSR Programmes approved by the Board on the recommendation of its CSR Committee, but does not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Act.

8. Reporting

The Board’s Report of the Company to include an annual report on CSR containing particulars specified in the annexure to the rule pertaining to a financial year commencing from April 1, 2018.

9. Disclosures

The contents of the approved CSR Policy shall be disclosed in the Board’s Report and displayed on the Company’s website.
The disclosures related to CSR activities and annual report pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part of this report as Annexure VI.
The reasons for the failure to spend the specified amount towards Corporate Social Responsibility are: The Company has evaluated various social causes it wishes to commit itself to and is also engaging with the proposed beneficiaries to assess their needs. Being a large scale activity, it is also evaluating various external agencies to assist in effective implementation of its social vision. Planning has taken up a substantial part of the year and it is expected that in the coming years execution will be speeded up.

The Company’s Corporate Social Responsibility Committee comprises of three Non- Executive directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Surinder Mohan Jalota Chairman Non Executive Non Independent Director
Mr. Sanjeev Arora Member Independent Director
Mr. Pardeep Kumar Aggarwal Member Independent Director