1. PREAMBLE, PURPOSE AND DEFINITIONS
RRB Energy Limited (the Company or Company or RRBEL) believes that Corporate Social Responsibility (CSR) is its commitment towards inclusive and sustainable growth. RRBEL, having been involved in manufacturing of Wind Electric Generators for generation of electricity from wind, is already acting as a responsible Corporate Citizen as the Wind Power is an environmentally benign source of power.
Section 135 of the Companies Act, 2013 (“the Act”) requires that every Company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any of the three preceding financial years shall constitute a Corporate Social Responsibility (CSR) Committee of the Board consisting of three or more Directors, out of which at least one Director shall be an Independent Director. RRBEL has accordingly constituted a CSR Committee. Schedule VII of the Companies Act, 2013 specifies the activities to be undertaken by the Company as a part of CSR requirements. The issue of CSR is governed by the following:
(i) Section 135 of the Companies Act, 2013.
(ii) Companies (Corporate Social Responsibility Policy) Rules, 2014.
(iii) Schedule VII attached to the Companies Act, 2013, as amended vide notifications dated 27 February 2014 and 6 August 2014.
The Company had a net profit of rupees five crore or more during the financial year ended on 31 March 2013 and as such the requirement of constitution of the CSR Committee is applicable to the Company. In compliance to these requirements, RRBEL has constituted the CSR Committee and this CSR Policy is framed for action.
“Act” means the Companies Act, 2013.
“Corporate Social Responsibility” (CSR) means and includes projects or programs relating to activities specified in Schedule VII of the Act.
“CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in Section 135 of the Act and stated in the policy and as modified/amended from time to time.
“Rules” means the Companies (Corporate Social Responsibility Policy) Rules, 2014.
2. COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND OTHER MATTERS
The Corporate Social Responsibility functions of RRBEL will be co-ordinated and monitored by a CSR Committee constituted by the Board of RRBEL. The Board of Directors of RRBEL at their meeting held on 6 June 2014 had constituted the CSR Committee consisting of the following members:
(i) Mr. T.S. Krishna Murthy, Independent Director : Chairperson
(ii) Maj. Gen. D.N. Khurana, AVSM (Retd.),Independent Director : Member
(iii) Mr. M.F. Farooqui, IAS (Retd.), Independent Director : Member
(iv) Mr. Rakesh Bakshi, Chairman and Managing Director : Member
The members of the Committee shall meet as and when required.
The presence of 2 members or 1/3rd of the total members of the Committee, whichever is higher shall constitute quorum.
SECRETARY AND MINUTES
The Company Secretary shall be the Secretary to the CSR Committee. Minutes of the meetings shall be recorded and maintained by the Company Secretary and subsequently placed before the Board seeking approvals, as may be required.
3. ROLES AND RESPONSIBILITIES OF CSR COMMITTEE
The Corporate Social Responsibility Committee shall-
- Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.
- Recommend the amount of expenditure to be incurred on the activities.
- Institute a transparent monitoring mechanism for implementation of the CSR Projects or programs or activities undertaken by the Company.
- Monitor the Corporate Social Responsibility Policy of the Company from time to time.
4. SCOPE OF CSR ACTIVITIES
ACTIVITIES TO BE PART OF CSR
RRBEL would endeavor to take up any of the following activities allowed under Schedule VII of the Companies Act, 2013 and as amended from time to time:
- Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swach 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 skills 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, day care 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 the 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 benefit of armed forces veterans, war widows and their dependents;
- Training to promote rural sports, nationally recognized 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 and other backward classes, minorities and women;
- Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.
- Rural development projects.
- Slum area development.
ACTIVITIES OUTSIDE THE PURVIEW OF CSR
- activities undertaken outside India;
- projects or programs or activities for the benefit of employees of the Company and their families;
- contribution of any amount directly or indirectly to any political party under Section 182 of the Act;
- any religious programs or activities being undertaken by the Company; and
- activities undertaken in pursuance of normal course of business of a Company.
5. IMPLEMENTATION OF CSR
CSR BY THE COMPANY
The Company may undertake CSR activities, directly through initiating various projects / schemes for the betterment of the society. List of projects/ programs/schemes in which CSR activities can be undertaken by the Company are mentioned in Schedule VII of the Act.
CSR THROUGH REGISTERED TRUST, SOCIETY ETC.
The Board may, however, 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 by the Central Government or State Government or any entity established under an Act of Parliament or a State legislature:
Provided that- if, the Board decides to undertake its CSR activities through a Company established under Section 8 of the Act or a registered trust or a registered society, other than those specified in this sub-rule, such Company or trust or society shall have an established track record of three years in undertaking similar programs or projects; and the Company has specified the projects or programs to be undertaken, the modalities of utilization of funds of such projects and programs and the monitoring and reporting mechanism”.
CSR THROUGH OTHER COMPANIES
The Company may also collaborate with other Companies for undertaking projects or programs or schemes or CSR activities in such a manner that the CSR Committee of respective Companies are in a position to report separately on such projects or programs in accordance with the Rules.
6. CSR EXPENDITURE
- Each year, budget for CSR activities shall be as decided by the Board on the recommendation of CSR Committee for the activities/scope defined under Clause 4 above.
- The actual budget shall be such that the Company spends at least 2% of the average net profits of the Company made during the three immediately preceding financial years towards CSR activities.
- The actual budget shall be based on CSR programs planned and approved for that year.
- The total budgeted amount for the year shall be distributed on projects as may be decided by the Board.
- The surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company.
7. MONITORING MECHANISM OF CSR ACTIVITIES
The CSR Committee shall on periodically basis review such CSR projects or programs and recommend to the Board, the amount of expenditure to be incurred towards such projects or programs.
The CSR Committee shall continuously monitor the CSR Policy from time to time to be aligned with CSR objectives.
The contents of the CSR Policy shall be disclosed in Board Report and the same shall also be displayed on the Company’s website.
The CSR Policy will be reviewed regularly and may be altered from time to time in light of the legislative changes or other prevailing circumstances.