CORPORATE SOCIAL RESPONSIBILITY POLICY

1. INTRODUCTION

Aparajitha Corporate Services Limited’s (“Aparajitha”) philosophy is to be a professional organization and we aim to be one of the most respected companies, delivering superior and sustainable value with a commitment to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

Aparajitha is committed to undertake Corporate Social Responsibility (“CSR”) activities in accordance with the provisions of Section 135 of the Companies Act, 2013 and related Rules. Aparajitha believes that corporate development has to be inclusive and every corporate has to be responsible for the development of a just and humane society that can build a national enterprise. Aparajitha commits itself to contribute to the society in ways possible for the organization and has set up Aparajitha Foundations, its core CSR team, as a means for fulfilling this commitment.

2. ACRONYM

  • Aparajitha - Aparajitha Corporate Services Limited
  • Act - means the Companies Act, 2013 as amended from time to time
  • CSR - means Corporate Social Responsibility
  • CSR Policy – means the policy approved by the board as the Corporate Social Responsibility policy of the company as amended from time to time.
  • CSR Rules or Rules – means Companies (Corporate Social Responsibility Policy) Rules 2014

3. OBJECTIVE

The objective of the CSR Policy (“Policy”) is to lay down the guiding principles in undertaking various programs and projects by or on behalf of the company relating to Corporate Social Responsibility (“CSR”) within the meaning of section 135 of the Companies Act, 2013 read with Schedule VII of the Act and the CSR Policy Rules 2014(“Rules”). (i) To develop a long-term vision and strategy for Aparajitha’s CSR objectives.
(ii) Establish relevance of potential CSR activities to Aparajitha’s core business and create an overview of activities to be undertaken, in line with Schedule VII of the Companies Act, 2013.
(iii) Aparajitha shall promote projects that are:
  (a) Sustainable and create a long term change;
  (b) Have specific and measurable goals in alignment with Aparajitha philosophy;
  (c) Address the most deserving cause or beneficiaries.
(iv) To establish process and mechanism for the implementation and monitoring of the CSR activities for Aparajitha.

4. APPLICABILITY

This policy shall be applicable to Aparajitha and shall be effective from 1st July 2014

5. CSR ACTIVITIES - PROJECTS:

(i) Aparajitha Foundations, the core CSR team in Aparajitha has been fulfilling the company’s CSR commitment, for the past several years. Aparajitha Foundations has focused on projects relating to Education, Health, Environment and Sports as detailed in Appendix - 2.
(ii) Aparajitha shall promote CSR activities/Projects in the field of:
  (a) Promotion of Education: including life skill education and employment enhancing vocation skills especially among adolescent school and college students.
  (b) Environment: ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining of quality of soil, air and water.
  (c) Sports: Training to promote rural sports, nationally recognized sports, para-olympic sports and Olympic sports.
  (d) Eradicating extreme hunger and poverty and malnutrition, promoting preventive healthcare and sanitation and making available safe drinking water;
(iii) Aparajitha may also undertake other CSR activities in line with Schedule VII.
(iv)The CSR activities shall be undertaken in locations within India. Aparajitha shall give preference to the local areas and the areas around which Aparajitha operates while considering the activities to be undertaken and spending the amount earmarked for CSR activities. However, Aparajitha has a multi state presence and hence may be guided by the requirements of the specific CSR activity/program in determining the locations within India.

6.COMMITTEE COMPOSITION:

The CSR Committee means the Committee of the Board constituted in terms of Section 135 of the Companies Act, 2013 read with Rule 5 of the rules. The CSR Committee shall be composed of at least three (3) Directors. The CSR Committee shall include one (1) Independent Director effectively within the time period prescribed under law. Members of the CSR Committee may be replaced by any other member of the Board.

Committee Members

Names

Role in Committee

Mr. Bharath Krishna Sankar

Chairperson

Mr. Kazi Arif Uzzaman

Member

Dr. V Anantha Nageswaran

Member

Mr. S Venkatesh Kumar

Compliance Officer


7. COMMITTEE MEETINGS:

The Committee will meet at least twice in a year to discuss and review CSR activities and Policy. A quorum of two members is required to be present for the proceedings to take place. Such other meetings of the Committee can be convened as and when deemed appropriate. 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 call such employee(s), senior official(s) and or externals, as it deems fit. The Compliance Officer shall act as Secretary to the Committee.

8. DUTIES & RESPONSIBILITIES OF CSR COMMITTEE:

(i) Review of the CSR activities to be undertaken by the Committee. The Committee shall be guided by the list of activities specified in Schedule VII to the Companies Act, 2013 and appended to this Policy as Appendix - 1. Appendix 1 may be revised in line with any amendments/inclusions made to Schedule VII of the Companies Act, 2013.

(ii) Formulate and recommend to the Board the CSR activities/programs to be undertaken by Aparajitha.

(iii) Recommend the CSR Expenditure to be incurred on the CSR activities/programs.

(iv)Institute a transparent mechanism for implementation of the CSR projects and activities.Effectively monitor the execution of the CSR activities.

(v) Prepare an annual report of the CSR activities undertaken for Aparajitha and submit such report to the Board.

(vi) Review and recommend any amendments to be made in the CSR policy of the Company.

(vii) To carry such other functions as may be delegated to it by the board relating to CSR activities of the company.

9. RESPONSIBILITY OF THE BOARD:

(i) Approve the CSR Policy and the CSR Expenditure after taking into consideration the recommendations made by the CSR committee.

(ii) Ensure the CSR spending every financial year of at least 2% of average net profits made during immediately preceding 3 financial years, in pursuance with the Policy.

(iii) Ensure that CSR activities included in the CSR Policy are undertaken by Aparajitha and that such activities are related to the activities specified in Schedule VII of the Companies Act.

(iv)Ensure disclosure of the contents of the CSR Policy on the Aparajitha website.

(v) Directors’ Report for FY 2013-14 onwards to include:
(a) Contents of the CSR Policy and Composition of the CSR committee;
(b) An annual report on the CSR in the prescribed format;
(c) Reasons for failure (if any) to spend required amount on CSR activities.

(vi)Aparajitha shall undertake the CSR activities through Aparajitha Foundations, which is a trust qualifying under the provisions of Companies Corporate Social Responsibility Policy Rules, 2014.

10. CSR EXPENDITURE:

(i) In every financial year, Aparajitha shall spend a minimum of 2% of its average Net Profits in the immediately preceding three (3) financial years. Average Net profits shall mean the net profits of the Company as per the Profit & Loss Statement prepared in accordance with the Companies Act, 2013; Net Profits shall exclude

  1. Profits arising from any overseas branch or branches of Aparajitha (whether operated as a separate company or otherwise); or
  2. Dividend received from other companies in India.

(ii) CSR Expenditure shall mean all expenditure incurred in respect of specific projects/programs relating to the approved CSR activities.

(iii) CSR Expenditure shall not include expenditure on an item not in conformity or not in line with activities which fall within the purview of the CSR activities listed in Schedule VII.

(iv) CSR Expenditure shall not include Projects or programs or activities undertaken outside India.

(v) CSR Expenditure shall not include any amounts spent towards activities that benefit only the employees of the Company

(vi) The surplus arising out of the CSR activities or projects shall not form part of the business profit of Aparajitha.

(vii) Contributions by other Aparajitha affiliates or employees may also be received and utilized in respect of the CSR activities undertaken.

11. IMPLEMENTING CSR ACTIVITIES:

(i)The day to day implementation and execution of the CSR activities/projects shall be carried out through Aparajitha Foundations.

(ii) Aparajitha shall undertake the CSR activities directly and also through various implementing agencies such as, NGO’s, non-profit organizations, etc. Such implementing agencies shall have an established track record as prescribed under the law.

(iii) Some of the initiatives taken up by Aparajitha Foundations, will facilitate the involvement of Aparajitha employees as volunteers in ongoing projects and events, giving them an opportunity to engage in socially meaningful activities, thus, enabling them to realize their full potential and role as socially responsible citizens (Employee Volunteer Programs).

(iv)The initiatives undertaken may be communicated to the employees through specific awareness campaigns, so as to enable maximum participation.

(v) Aparajitha may also collaborate or pool resources with other companies to undertake CSR activities in such a manner that each company is in a position to report separately on such CSR projects

(vi) The following activities do not qualify as CSR Activities under the Companies Act, 2013:

(a) Projects or activities not falling within Schedule VII (Appendix 1);
(b) Activities undertaken in pursuance of normal course of business;
(c) Projects or programs or activities that benefit only the employees of Aparajitha and their families.
(d) Direct or indirect contribution to any political party.

12. CSR ACTIVITIES IN PARTNERSHIP:

The company may undertake programs in collaboration with other companies only in cases where such programs are separately reportable in the CSR report of participating companies.

13. CSR REPORTING:

The Board in its Annual Report shall include the details of the CSR activities undertaken in the Financial Year. The particulars to be stated in the report shall be in the prescribed format.

The CSR Committee shall provide a responsibility statement on the implementation and monitoring of the CSR Policy and that it is in compliance with CSR objectives of Aparajitha, which statement shall form part of the Boards’ Report.

In case the company fails to spend 2% of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

14. REVIEW AND AUDIT:

The CSR committee shall be apprised on the implementation of the CSR activities and the progress shall be monitored on a quarterly basis.

Aparajitha shall through its internal controls, monitor and evaluate system implementation, assess, document and report the impact of its CSR activities/projects.

Records relating to the CSR activities and the CSR Expenditure shall be meticulously maintained. The Records shall be submitted for reporting and audit.

The financial audits of the implementing agencies shall also be done through periodic audits. In this regard, Aparajitha may appoint independent external consultants for carrying out such audits.

15. AMENDMENT OF POLICY:

The CSR policy of the company may be amended at any time by the board of the company on the recommendation of the CSR committee.

APPENDIX - 1

CSR Activities Listed in Schedule VII of the Companies Act, 2013

CSR shall focus on social, economic and environmental impact rather than mere output and outcome. Activities which are ad hoc and philanthropic in nature shall be avoided. Various activities that can be undertaken in general under CSR are outlined below:

1. Eradicating extreme hunger and poverty and malnutrition, promoting preventive healthcare and sanitation and making available safe drinking water;

2. Promotion of education; including special education and employment enhancing vocation skills especially among children, woman, elderly and the differently abled and livelihood enhancement projects ;

3. Promoting gender equality and 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;

4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining of quality of soil, air and water;

5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up of public libraries; promotion and development of traditional arts and handicrafts;

6. Measures for the benefit of armed forces veterans, war widows and their dependents;

7. Training to promote rural sports, nationally recognized sports and paraolympic and Olympic sports;

8. Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government or the State Governments for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government; and

10. Rural development projects.

11. Slum Area Development

Explanation.— For the purposes 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.” (As amended by Notification dated 06.08.2014)
APPENDIX - 2

Aparajitha Foundations Existing Projects

Following projects are the existing and current CSR activities being handled through Aparajitha Foundations:

a. Education:

By implementing projects named Thalir Thiran Thittam (TTT) and Tim Tim Tare in Tamil Nadu and Gujarat respectively, AF has been involved in providing Life skills education for adolescent children in the age group of 13 – 17(Std 7 – 12) in Government as well as Government aided schools in Tamil Nadu and Gujarat through an MOU signed with the respective State Government.

Aparajitha believes in working in areas that can create long-term impact on the society. Therefore focusing on ‘projects in life education’, have been chosen considering the impact they have in creating more empowering opportunities, building a better society, and nation building at large.

b. Project Green: For a cleaner, greener tomorrow

Project green will focus on adopting environment friendly measures and initiatives in every activity and process at Aparajitha.

c. Anganwadi Center

Anganwadi Centers have been started by the Indian government in 1975 as part of the Integrated Child Development Services program to combat child hunger and malnutrition. Aparajitha has sponsored the construction of five Anganwadi centers with the help of Government of Tamil Nadu in Kilaneri, Thenpalanzhi, Thanakkankulam, Silaiman & Valayankulam, Thiruparankundrum Taluk in Madurai District, Tamil Nadu.