CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY For M/S PM PUBLISHERS PRIVATE LIMITED
1.1.M/S PM PUBLISHERS PRIVATE LIMITED Philosophy At M/S PM PUBLISHERS PRIVATE LIMITED, we are committed to the M/S PM PUBLISHERS PRIVATE LIMITED Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. We never lose sight of our responsibility to the environment and society. Our commitments towards Corporate Social Responsibility include but are not limited to, the promotion of education and healthcare, energy and climate change, and betterment of society through respect for universal human rights and the environment, acting with integrity and accountability, and operating responsibly and sustainably.
1.2. CSR in India
Corporate bodies’ involvement in CSR activities is not a new concept in India. Industrial majors are engaged in social development activities for a long back. However, the Companies Act, 2013 has brought it under legal purview. The concept of CSR is introduced through the “Comply-or explain” mandate. It mandates qualifying companies to constitute a Corporate Social Responsibility Committee to effectively monitor the CSR activities of the Company. Further, 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 that are specified in Schedule VII of the Act.
2. Objective and Scope
2.1. Objective The main objective of the CSR Policy is to lay down guidelines for M/S PM PUBLISHERS PRIVATE LIMITED (hereinafter referred to as ‘the Company) to make CSR one of the key focus areas to adhere to M/S PM PUBLISHERS PRIVATE LIMITED’s global interest in environment and society that focuses 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.
2.2. Scope & Coverage The CSR activities of the Company shall include but are not limited to any or all of the 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 above sectors/activities.
3. Corporate Social Responsibility (CSR) Committee
3.1. Constitution Pursuant to the provisions of Section 135 of the Act, the Board of Directors shall constitute the Corporate Social Responsibility (CSR) Committee. The Members of CSR shall be appointed by the Board of Directors of the Company which must consist of at least two or more Directors. Accordingly, the constitution of the CSR Committee formed by M/S PM PUBLISHERS PRIVATE LIMITED India is as follows: S.No. Name of the member Designation in committee Designation in M/S PM Publishes Private Limited 1 Rajesh Bajaj Member Director 2 Pooja Bajaj Member Director
3.2. Functions and Powers of Committee To effectively implement the objectives of the Company with respect to CSR, the Committee is vested with the following functions and powers: a. Formulate CSR Policy and recommend the same to the Board of Directors of the Company for approval b. Recommend CSR activities as stated under Schedule VII of Act c. Approve to undertake CSR activities, if necessary, in collaboration with M/S PM PUBLISHERS PRIVATE LIMITED group companies/other Companies/firms/NGOs, etc., and to separately report the same in line with the CSR Rules d. Recommend the CSR Budget e. 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 f. Create transparent monitoring mechanism for implementation of CSR initiatives in India g. Submit the Reports to the Board in respect of the CSR activities undertaken by the Company h. Monitor CSR Policy from time to time i. Monitor activities/charter of Internal Working and Monitoring Group (WG) who are authorized to ensure that the CSR activities of the Company are implemented effectively j. Authorize executives of the Company to attend the CSR Committee Meetings, if necessary.
3.3. Meetings of the Committee For the smooth functioning of the Committee, the members shall meet as below to discuss such matters and to take such decisions as may be necessary; a. The CSR Committee shall hold a minimum number of two meetings in a year. b. The members of the Committee may mutually agree between them regarding the time and place for the said meetings. c. The quorum for the CSR Committee Meeting shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher. d. The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio-visual means as may be convenient.
4. CSR Spend The Companies Act, 2013 prescribes that the companies meet the criteria specified U/s. Sec.135 shall allocate a certain portion of its annual net profits (calculated as per Sec. 198) during the three immediately preceding financial years to be spent on CSR Activities that fall under the categories specified under Schedule VII of the Act.
4.1. 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 expenditures 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.
4.2. 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.
5. 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.
5.1. Annual CSR Plan The Annual CSR Plan is a yearly plan of CSR activities that would be placed before the Board of Directors of the Company based on the recommendation of its CSR Committee 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
5.2. Collaboration It is expressly allowed under the CSR Rules that the Company may collaborate with any other Company or association formed in this regard subject to approval by CSR Committee, to implement CSR activities and the same shall form a part of the Annual CSR Plan.
6. 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 if any.
7. Monitoring Mechanism The CSR Committee will be responsible for monitoring CSR activities and reporting to the Board from time to time. The Committee Members will receive in a prescribed format, a quarterly report of CSR spending. An annual presentation will be made to the Committee which will also include the details of the projects/activities planned for the next year and its respective budgets. The Board of Directors shall review the implementation of CSR every six months or as and when required.
8. 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. Signed By Committee Members:
1. Rajesh Bajaj- Sd/-
2. Pooja Bajaj- Sd/-
Dated: 25.05.2020 Place: Delhi