Corporate Social Responsibility Policy Framed Under Section 135(3) (a) of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.
For the purposes of this policy references to the following shall be construed as:
Corporate social Responsibility or CSR shall mean the activities intended to be taken up as mentioned herein to achieve and further the Company’s Vision.
Corporate Social Responsibility Committee or CSR Committee shall mean a Committee consisting of Directors (Including atleast one independent director).
CSR Policy shall mean the content herein, including any amendments made by the Board of Directors of the company.
Net profits shall mean the net profit before tax of the company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely:-
- Any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise
- Any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Companies Act, 2013.
Priority projects shall mean such CSR projects which are selected by the CSR committee to be pursued by the company.
Total CSR spend shall mean [2%] of the average Net profits of the last financial years in relation to the financial year in question. For example for Financial Year 2019-20, the spending shall be 2% of average Net Profits of Financial Year 2016-17,2017-18 and 2018-19.
Tamilnadu Water Investment Company Limited (hereinafter called the Company) and its people are committed to society, ecology and environment. Company also realizes that caring for the society, country and the planet is not philanthropy or generosity-it is the very way of doing sustainable business. The Company realizes that the company is not being generous by following the CSR policy – it is only being relevant and meaningful to the society of which we are a corporate citizen.
Vision: The CSR committee’s vision is changing lives in pursuit of collective development and environmental sustainability. This vision should encompass all CSR activities of the company.
Mission: The CSR committee’s Mission is primarily to pursue initiatives directed towards enhancing welfare measures of the society based on long term social and environmental consequences of the CSR activities. Within the above mission, the CSR committee will choose priority projects from time to time.
The objective of this policy is not only to guide the company and its people to indulge in social activities but also to integrate the business processes with social processes. The Company believes that CSR policy is the Company’s faith in socially inclusive and sustainable business as the way of doing business.
The Company recognizes that good CSR embraces all aspects of sustainable development and the way the company affects people through its business operations. The Company recognizes that CSR is not all about spending – it is orientation of the Company and its people to larger social causes. The Company encourages its people to contribute to its CSR efforts in every possible way.
The policies to be pursued by the CSR Committee are as follows:
General business policies
The Company realizes that one of most important parameters for a socially responsible corporate citizen is to carry business in accordance with principles of sustainability, balance and equity. The Company will always strive to align its business interest with those of the society in general, ecology and environment. The company further encourages any stakeholder or any member of the public to make thoughtful suggestions, addressed to the Chairperson of the CSR Committee, for sustainable business practices.
The Company respects and honours the human rights of people involved in its business and in particular does not use or tolerate any form of forced or Child Labour.
The Company will encourage voluntary efforts of its directors and employees to CSR projects. The Company also encourages its directors and employees to recommend to the CSR Committee meaningful projects in accordance with the Guiding principles that may be taken up by the Company, under the supervision of the CSR Committee.
In addition to projects that may be taken up by the company directly, the company may also collaborate with other companies or entities, including its group companies to carry out any CSR projects, in accordance with this policy.
The investment in CSR projects shall be project-based with specific time frames
As far as possible the company shall strive to create self-sustainability in its CSR efforts that is to say, over a long run, a CSR Project should be able to generate sufficient resources whether by way of profits or by way of a regular flow of contributions so that it does not have to depend on the company’s contribution on a regular basis.
Manner of selection and execution of CSR Projects
- A CSR Project may be selected by the CSR Committee, either based on its own discretion, or based on recommendations by any stakeholder as mentioned above. The CSR Committee will accord priority to projects in the areas covered by Priority projects.
- CSR Committee after identifying and approving a CSR Project, may fix a target spending, and direct the CSR Cell to carry out the execution thereof.
- The CSR Committee shall periodically monitor and evaluate the performance of the Projects and the achievement of targets.
The CSR activities shall be undertaken by the company, as per its stated CSR Policy, as projects or programs or activities (either new or ongoing), excluding activities undertaken in pursuance of its normal course of business
The Board of the company may decide to undertake its CSR activities approved by the CSR Committee through
- a company established under section 8 of the Act, or a registered trust or a registered society, 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 under an Act of Parliament or a State legislature
The Company need to spend the amount on the following activities as statutorily mentioned in Schedule VII read with Section 135 of the Companies Act,2013
Prescribed CSR activities (schedule VII read with Rule 7)
- eradicating hunger, poverty and malnutrition, promoting healthcare including preventive healthcare and sanitation including contribution to the Swachh 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 skill 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, daycare 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 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 arts and handicrafts;
- measures for the benefits of armed forces veteran, war widows and their dependents;
- training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;
- contribution to the Prime Minister’s 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
- contribution or funds provided to technology incubators located within academic institutions which are approved by the Central Government
- rural development projects
- slum area development
Explanation – For the purpose of this item, the term ‘slum area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force
Notwithstanding the listing of the Priority Projects, the CSR Committee may accept
CSR Projects falling within the areas above, at its discretion. Carrying out of CSR Projects through external agencies
In case the CSR Committee decides to execute a CSR Project through an external agency, such as a trust, society or NGO (“Agency”), it would adhere to the following guiding principles:
- The Agency must be eligible for carrying the CSR Project, and must have track record in carrying similar projects for a period to the satisfaction of the Committee, but not less than 3 years. Subject to the above, any director of the Company may be associated/ affiliated as a trustee, governing body member or in any other manner with the Agency, provided that no personal benefit, directly or indirectly, should flow from such Agency to any such director.
- The Committee shall provide specific project agenda, targets, target spending, accomplishments, manner of execution etc to the Agency, subject to discussions with the Agency.
- The disbursement of funds to the Agency must be done on a progressive basis so as to align with the funding needs of the Project, and to permit the evaluation of the activity carried so far. The Agency must provide periodically reports, to the satisfaction of the Committee, about execution of the Project.
- The Company, along with pursuing CSR projects at its own, will also constitute a CSR Cell consisting of a specified number of whole time employees of the Company, who, in addition to their regular duties, will come forward to contribute to the Company’s CSR .
- The CSR Cell would further be actively involved in implementation of projects in accordance with the Guiding Principles and General Policies as consented by the CSR Committee.
- The CSR Cell may work singly or in partnership with any eligible trust(s), NGO(s) or other organisation(s) as approved by the CSR Committee.
MONITORING AND EVALUATION
- The Committee shall seek financial statements and reports from the CSR Cell on each project.
- The Committee shall discuss the progress of each project undertaken and make any decision with respect to the project which it thinks fit.
- At least one member of the Committee shall have financial knowledge and ability to read financial statements.
- Where, after the adoption of this Policy by the Board of the Company, the Committee requires further funds for undertaking any new CSR project, the Committee shall request the Board of the Company to approve such higher amount.
- Where there is any surplus lying in the “Expenditure for CSR Accounts (which need not be a separate fund, but merely an accounting reserve), the same shall not be considered a part of the business profits of the Company. Such surplus shall be carried forward to the next financial year.
- Where the CSR Cell has failed to spend the allocated amount or failed to meet the timeline for execution of its projects, the CSR Committee shall furnish to the Board the reasons for the same.
- The Company will review the Policy from time to time based on changing requirements of the target beneficiaries and make such modification(s), as may be necessary.
- Annual Report on CSR Activities of the Company shall be signed both by CEO and Chairperson of CSR Committee.
- As required under first provision to section 135 of the Companies Act, 2013 the company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for corporate social responsibility activities.
- The Board after taking into account the recommendations made by the Corporate Social Responsibility Committee, approve the Corporate Social Responsibility Policy for the company and disclose the contents of such Policy in its report and also place it on the company’s website, if any, in such manner as may be prescribed