AHPL CSR POLICY

by Arkray Healthcare

ARKRAY HEALTHCARE PRIVATE LIMITED

CIN No: U51507MH2007PTC175112

 

CSR POLICY

 

1. Preface

 

The Company’s philosophy towards Corporate Social Responsibility (CSR) is conducting business by integrating its economic, environmental and social objectives in such a way that it will contribute for the social good together with its operational growth. The Company believes that CSR is a process by which an organization thinks about its relationship with its stakeholders for the common good and demonstrates its commitment to the same. The Company intends to undertake multiple initiatives like promoting education, preventive health programme & other activities as covered in Schedule VII of the Companies Act, 2013 as amended from time to time under its CSR policy. Organization should make decisions based not only on financial or operational factors, but also on the social and environmental consequences. Therefore, it is the core corporate responsibility of Arkray Healthcare Private Limited (herein after referred to as “Arkray”) to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interests of its stakeholders.

As a responsible Company, It has since its inception participated in business activities which help in improving quality of life for the Communities where it operates. This also includes creating better livelihood opportunities.

 

2. Title and Applicability

The document describes the Corporate Social Responsibility Policy (“CSR policy”) of Arkray Healthcare Private Limited (“Arkray). It includes its objectives, purpose and other relevant attributes of Corporate Social Responsibility.

The CSR policy has been formulated in accordance with Section 135 of the Companies Act 2013 and the CSR Rules 2014 and the relevant amendments / notifications / circulars.

CSR Policy is applicable to Arkray Healthcare Private Limited which is mandated with the CSR expenditure obligations as per Section 135 of the Companies act, 2013 (the Act) read with the (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

The CSR policy shall apply to all CSR programs of Arkray Healthcare Private Limited and shall fulfil all the requirements of Section 135 of the Companies Act, 2013 and rules made thereunder.

Arkray shall ensure all these activities are over and above the normal course of business and are in line with Schedule VII of the Companies Act, 2013. This Policy will be periodically reviewed and updated in line with the relevant codes of legislation and best practices that can be adopted by Arkray.

 

3. Philosophy of Arkray Healthcare Private Limited on CSR

Arkray on a voluntary basis, has contributed towards welfare of society over a period of time.

Now, Company will strive to do its best to follow the requirements of New Companies Act, on CSR obligation in letter and spirit.

The Company’s philosophy towards Corporate Social Responsibility (CSR) is conducting business by integrating its economic, environmental and social objectives in such a way that it will contribute for the social good together with its operational growth. The Company believes that CSR is a process by which an organization thinks about its relationship with its stakeholders for the common good and demonstrates its commitment to the same.

 

 4. Objective and Purpose

The main objective of CSR Policy is to lay down guidelines for Corporate Social Responsibility Activities of Arkray Healthcare Private Limited. The Policy is formulated in compliance with the requirements of the Companies Act, 2013 and rules made there under.

CSR Policy has been created with the purpose to outline its CSR focus areas, review mechanism, execution and monitoring process and reporting mechanism.

 

6.  Projects / Programs to be Undertaken / Areas to Emphasize

The activities to be undertaken by the Company as CSR activities shall be the projects/programs relating to the activities/subjects specified enumerated in the Schedule VII of the Companies Act, 2013 or any amendment thereto or modification thereof from time to time.

The Board or Committee, if any applicable, shall from time to time decide/recommend CSR activities to be undertaken, the geographical area covered, agencies or trusts or NGOs with which the projects/activities are to be undertaken, contributions to the prime minister’s national relief fund or any other fund set up by the Central Government, Amount to be spent on various projects whether ongoing or fresh.

While deciding on the CSR activities, priority is given to the needs and requirements of communities or area in the vicinity of the manufacturing facilities of the Company.

The CSR programs or projects or activities that the Company plans to undertake for the execution/implementation are as under:

  1. Spread of Education at affordable cost to students of poor or low-income groups, under privileged through the trusts or directly by donation in cash or kind
  1. Promoting Education
  1. Medical, Healthcare and other Welfare
  1. Rural Development: Supporting the sustainable development of Rural Areas in association with or without Companies, NGOs or Trusts
  1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation, including contribution to the Swacch Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water
  1. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
  1. 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;
  1. 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;
  1. 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;
  1. Measures for the benefit of armed forces veterans, war widows and their dependents
  1. Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
  1. 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;
  1. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
  1. Rural Development Projects; and
  1. Slum area development
  1. Activities as per Schedule VII of the Companies Act, 2013 and any amendment thereof from time to time including activities suggested or notified vide any General Circular or amendment issued by Ministry of Corporate Affairs or Statutory Authority
  1. Any other activity as may be recommended by the Board from time to time

The Company will continue to engage with stakeholders including experts, NGOs and the Government and would take up such other CSR activities in line with Government’s intent and which are important for society.

 

Emergencies and Natural Calamities

 

Arkray shall provide relief, support, rehabilitation, reconstruction activities etc. for disaster management in case of natural calamities or emergencies etc.

In addition to the Areas to Emphasize specified above, the Company may select any area/ sector/ activity or head of activities, as may be specified in Schedule VII to the Companies Act, 2013 including any amendments or modifications as may be introduced from time to time.

 

 7. Responsibility of the Board of Directors

The responsibility of the Board of Directors shall be as under:

  1. The Board of Directors of the Company shall mandatorily disclose the composition of the CSR Committee, and CSR Policy and Projects approved by the Board on their website, if any, for public access in accordance with requirement of Companies Act, Ensure that the activities proposed in the CSR Policy are undertaken;

 

  1. The board shall ensure that the administrative overheads shall not exceed 5 % of total CSR expenditure of the company for the financial year including any amendments or modifications as may be introduced from time to time.
  1. Ensure that the company spends, in every financial year, at least 2% of average net profits of the company made during the 3 immediately preceding financial years, as required under Section 135 of the Companies Act, 2013 & Rules made thereunder including any amendments or modifications as may be introduced from time to time.
  1. Any surplus arising out of the CSR activities shall not form part of the business profit of a company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the company or transfer such surplus amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial
  1. Where a company spends an amount in excess of requirement provided under sub-section (5) of section 135, such excess amount may be set off against the requirement to spend under sub- section (5) of section 135 up to immediate succeeding three financial years subject to the conditions that –
  • the excess amount available for set off shall not include the surplus arising out of the CSR activities, if any, in pursuance of sub-rule (2) of this rule.
  • the Board of the company shall pass a resolution to that effect.
  1. If company fails to spend the sum as mentioned above, then the Board shall, in its Report specify the reasons for not spending the amount.

 

8.         CSR Committee

 

8.1 CSR Committee

 

Arkray shall constitute Corporate Social Responsibility Committee (the “CSR Committee”) in line with Section 135 of the Companies Act, 2013 (the “Act”) as and when required mandatorily.

 

Board of Directors shall be empowered to take decision for making or effecting changes in the constitution of the CSR Committee.

 

The composition of CSR Committee shall be disclosed in the Board of Directors’ Report as and when constituted.

 

8.2.             Responsibilities of the CSR Committee when constituted

 

  1. To formulate & recommend to the Board of Directors, a CSR Policy indicating the activities to be undertaken as specified in Schedule VII of the Companies Act, 2013 and modify / amend the same as required;

 

  1. To review and approve Quarterly/Annual budgets with respect to CSR programs;

 

  1. To develop and institutionalize a CSR reporting mechanism in light with Section 135, Rule 8 of the Companies Act 2013;

 

  1. To monitor the CSR Policy, Projects and Programs from time to

 

9.         Undertaking CSR activities
 

Arkray will undertake CSR activities either in partnership with a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of


the Income Tax Act, 1961 or such other entities prescribed under the Act, who are engaged in activities or programs which fall within the purview of Arkray’s CSR Policy and areas of focus, or directly or through a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961, that may be established by Arkray, either singly or along with any other company, for the purpose or both.

 

The activities to be undertaken by the Company as CSR activities shall be the projects/programs relating to the activities/subjects specified enumerated in the Schedule VII of the Companies Act, 2013 or any amendment thereto or modification thereof. The Committee shall from time to time decide/recommend to the Board on, CSR activities to be undertaken, the geographical area covered, agencies or trusts or NGOs with which the projects/activities are to be undertaken, Amount to be spent on various projects whether on going or fresh. While deciding on the CSR activities, priority shall be given to the needs and requirements of communities or area in the vicinity of the operational working of the Company. The CSR programs or projects or activities that the Company plans to undertake through NGOs/Trusts/Agencies and the modalities of the execution/implementation of the same by giving Donation in cash or kind (medicines/drugs manufactured by the Company), Sponsorships of free medical check ups for community in vicinity of the operational working of the Company. Sponsorships of medical treatment for poor as recommended by committee of Doctors Sponsorship of equipped Ambulance or such other specific equipment as may be required.

 

10.  Implementation Process

  • CSR Contributions:

 

The Company will endeavour to contribute and spend at least 2% of the average net profits of the Company made during the three immediately preceding financial years or such amount as may be recommended by the CSR Committee, if any, or Board from time to time in pursuance of this Policy.

 

10.2  Compliance, Monitoring and Reporting
 
  • Compliance

 

CSR Committees, if any, or Board will plan, implement, monitor and manage all CSR projects & activities for Arkray.

 

10.2.2  Monitoring

 

The CSR Committees, if any, or Board will monitor the implementation and progress of the projects through appropriate mechanisms. Mechanisms to track data and monitor projects will be established to ensure the transparency and efficiency of the implementation process. All projects undertaken shall be monitored on a regular basis. On-site monitoring would also be undertaken to ensure on-track implementation.

 

The Board of the Company shall satisfy itself that the CSR funds disbursed have been utilised for the purposes and in the manner as approved by it and the Chief Financial Officer or the person responsible for financial management shall certify to the effect as per applicable rules in this regard.

 

10.2.3  Reporting

 

The CSR Committee of the Board, if any, or Board will annually publish report on the CSR projects as a part of the Director’s report. The report will disclose information in the format as prescribed by the Section 135 of the Companies Act 2013 and rules made thereunder. The CSR Committee shall also submit a responsibility statement to the Board that the implementation and monitoring of the CSR Policy is in compliance with the approved CSR Policy of the Company.


The CSR Policy on being approved by the Board shall be displayed on the website of the Company and any modifications carried out from time to time shall also be updated on the website of the Company respectively.

 

11.  Treatment of Surplus

 

Any surplus arising out of the CSR activities shall not form part of the business profit of the Company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the Company or transfer such surplus amount to a Fund specified in Schedule VII, within such period and with such terms and conditions as may be prescribed under Section 135 of the Act read with relevant rules applicable.

 

 12.  Annual Action Plan

 

The CSR Committee, if any, or Board shall formulate and recommend to the Board, an Annual Action Plan in pursuance of the CSR policy, which shall include the following:

  • The list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act
  • The manner of execution of such projects or programmes
  • The modalities of utilisation of funds and implementation schedules for the projects or programmes
  • Monitoring and reporting mechanism for the projects or programmes
  • Details of need and impact assessment, if any, for the projects undertaken by the company

 

The Board may alter such plan at any time during the financial year, per the recommendation of the CSR Committee.”

 

 13.  CSR Expenditure

 

If the Company spends an amount in excess of the requirements provided under the Act, then the Company may set off such excess amount against the requirement to spend under sub-section 5 of Section 135 for such number of succeeding financial years and in such manner, as may be prescribed under the Act and rules made thereunder.

 

This CSR Policy is subject to such changes and amendments as may be notified by the Ministry of Corporate Affairs under Section 135 of the Companies Act, 2013 and rules made thereunder and the same shall be read in line with the provisions of the Act applicable to the Company from time to time.

 

14.   Effective Date

 

The CSR Policy shall be effective from the date of its approval by the Board of Directors.

15.   Amendments to the CSR Policy

 

CSR Policy may be updated to align it with the changing requirement or changes in the legal and regulatory framework. Any revision in the Policy shall be approved by the Board of Directors. Any amendments or modification in Companies Act, 2013 shall applies to this policy and the Companies Act, 2013 and rules made there under shall prevail over CSR Policy if there is any contradiction between policy and the Companies Act, 2013 and rules made thereunder.

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