CORPORATE SOCIAL RESPONSIBILITY POLICY

(‘CSR POLICY’ OR ‘POLICY)

 

FRANKE FABER INDIA PRIVATE LIMITED commits itself to contribute to the society in ways possible for the company and shall fulfil its commitment through core CSR Team.

CSR in India

Industrial majors are engaged in social development activities since long back. However, the Companies Act, 2013 has brought it under the legal purview. The Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as “the CSR Rules”) lay down the framework and modalities for carrying out CSR activities which are specified in Schedule VII of the Act.

Objective and Scope

Objective

The main objective of the CSR Policy is to lay down guidelines for Franke Faber India Private Limited (hereinafter referred to as “the company”) to make CSR as one of the key focus areas on making a positive contribution to society through effective impact and sustainable development programs.
This policy covers the proposed CSR activities to be undertaken by the Company and ensures that they are in line with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out in India only and includes a strategy that defines plans for future CSR activities.

Scope and Coverage

The CSR activities of the Company shall include sectors/activities as may be prescribed by Schedule VII of the Companies Act, 2013 amended from time to time. Further the company will review the sectors/activities from time to time and make additions/deletions/clarifications to the sectors/activities.

 

Corporate Social Responsibility (CSR) Committee

Until the applicability for formation of CSR Committee, the Board shall be responsible for implementing the mandate of CSR Policy and shall ensure that the CSR Activities are carried out in accordance with the CSR Policy read with the Act and CSR Rules.
CSR Committee shall be formed as and when applicable as per the applicable laws and the committee shall be responsible for the implementation/monitoring and review of this policy and various projects/activities undertaken under the policy. The CSR Committee shall submit periodical reports to the board of directors.
Pursuant to the provisions of section 135 of the Act, whenever applicable, the Board of Directors shall constitute the Corporate Social Responsibility (CSR) Committee. The Members of the CSR Committee must contain at least two or more directors.

Functions and Powers of the Board/Committee

To effectively implement the objectives of the Company with respect to CSR, the Board/the Committee is vested with the following functions and powers:
a. Recommend CSR activities as stated under Schedule VII of the Act
b. Recommend the CSR Budget
c. Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules
d. Create transparent monitoring mechanism for implementation of CSR initiatives in India
e. Submit the Reports to the Board in respect of the CSR activities undertaken by the Company
f. Monitor CSR Policy from time to time
g. Monitor activities/charter of Internal Implementation Group (IIG) who are authorized to ensure that the CSR activities of the Company are implemented effectively
h. Authorize executives of the Company to attend the CSR Committee Meetings, if necessary

Meetings of the Board/the Committee

For smooth functioning of CSR Activities, the Board/the Committee members shall meet as and when necessary to discuss and to take such decisions as may be necessary;
a. The Board/the Committee members may mutually agree between them regarding time and place for the said meetings.
b. The quorum for the meeting shall be two persons.
c. The Board/the Committee members may participate in the meeting either in person or through video conferencing or other audio-visual means as may be convenient.

CSR COMMITTEE OF FRANKE FABER INDIA PRIVATE LIMITED

The composition of CSR Committee of Franke Faber India Private Limited is as follows:

SR.NO	NAME OF THE CHAIRMAN/MEMBER	DESIGNATION
1	Mr. Puneet Gupta	Chairman
2	Mr. Gianfranco Bevilacqua	Member

 

CSR Expenditure

Net profit for the purpose of allocation towards CSR means profit more fully described under Rule 2(f) of the CSR Rules. The CSR expenditure shall include all expenditure including contribution to corpus or on projects or programs relating to CSR activities approved by the Board of Directors 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 stated under Schedule VII of the Act.

Expenditure on CSR capabilities

The Company may build CSR capabilities of their own personnel as well as of their Implementing Agencies and such expenditure shall not exceed 5% of the total CSR spend of the Company as stated in the Rules from time to time. Determination of whether particular expenses fall within this 5% cap can be decided in consultation of the Chief Financial Officer of the Company based on the clarification available from time to time in this regard.

Failure to spend the CSR Money

If the Company fails to spend the required amount in a particular financial year, it is the duty of the Committee to submit a report in writing to the Board of Directors specifying the reasons for not spending the amount, which in turn shall be reported by the Board of Directors in their Annual Report pertaining to that particular Financial Year.
Surplus, if any, arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company.

CSR Initiatives

Pursuant to Schedule VII of the Act and the CSR Rules, the Company shall undertake CSR activities included in its Annual CSR Plan, as recommended by the CSR Committee at the beginning of each year. The Committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during the financial year under review.

Annual CSR Plan

The Annual CSR Plan is a yearly plan of CSR activities which outlines inter alia the following aspects of CSR initiatives of the Company:

• Project Proposals
• Targeted Beneficiaries and their key needs
• Alignment with Schedule VII
• Project Goals and milestones
• Activities and Timelines including expected closure dates
• CSR Budget with projections
• Monitoring mechanism
• Progress reporting and frequency of reports
• Risks and mitigation strategies
• Any other information as may be required by the CSR Committee

 

Collaboration

It is expressly allowed under the CSR Rules under Companies Act, 2013, that the Company may collaborate with any other Company or association formed in this regard subject to approval by the Board/CSR Committee, to implement CSR activities and the same shall form a part of the Annual CSR Plan.

Disqualifying Activities for CSR

1. The CSR Rules disqualifies the CSR projects and programs that are implemented by the Company for benefit of the employees of the Company and their families.
   b. The CSR activities implemented outside India also fall outside the purview of the Rules and hence CSR expenditure on such activities will not be considered for inclusion in the CSR Report.
   c. Any amount directly or indirectly contributed towards any political party under Section 182 of the Act shall not be considered as CSR Spend.
   d. Activities that are undertaken by the Company in pursuance of its normal course of business will not be considered as CSR activities.

Monitoring Mechanism

An Internal Implementation Group (IIG) comprising of atleast 3(three) employees of the Company will be set up to ensure effective implementation and monitoring of the projects approved by the CSR Committee from time to time.
The IIG shall submit reports to the Board/the CSR Committee of the Company periodically on the progress of the various projects approved by the Board/the Committee and entrusted to the Group for implementation and monitoring.

Reports

The Internal Implementation Group shall assist the Board/the CSR Committee to prepare reports that are required to be placed before the Board. The format of the Report shall be the format prescribed under the CSR Rules.

Reporting and publication of CSR policy

As per the CSR Rules, the contents of the CSR Policy shall be included in the Directors’ Report and the same shall be displayed on the Company’s website.

Policy review and future amendment

Further, the Board of Directors may revise/ amend this CSR Policy whenever it feels appropriate, in order to bring the same in line with the guidelines or amendments issued from time to time by Government on the subject.

 

Approved CSR Projects by the Board:

 

Sr.No.	Name of CSR Project	Item from the list of activities in Schedule VII to the Act	LocalArea   (Yes/No)	Location of      the project	Project Duration	Mode of Implementation- Direct (Yes/No)	Mode of Implementation- Through Implementing Agency
				State/District
1.	Skill Development Program	(ii) promoting education, enhancing vocation skills	Yes	Maharashtra/Pune	Ongoing	Yes	Not Applicable