1. Title and applicability
The document describes the Corporate Social Responsibility Policy (“CSR policy”) of Jayshree Aromatics Private Limited (“the company”). It includes company’s vision, mission, execution process, monitoring, reporting mechanism and other relevant attributes of Corporate Social Responsibility.
The CSR policy shall be guided by Jayshree Aromatics Private Limited’s corporate philosophy of respect for the individual and the society at large.
The CSR policy has been formulated in accordance with Section 135 and Schedule VII of the Companies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the relevant amendments / notifications / circulars from time to time.
The CSR policy shall apply to all CSR programmes of Jayshree Aromatics Private Limited.
2. Vision and Mission
Our vision is to improve the quality of life of the communities through positive impacts on economic, social and environmental parameters and in alignment with India’s social development objectives and Company’s goals.
Our mission is to create a lasting value for communities in need by promoting and supporting education, livelihood, healthcare, sports and environmental and sustainable development initiatives and others including reducing inequalities faced by socially and economically backward groups, relief and rehabilitation, and interventions towards an educated, employed, healthier and a cleaner India with the aim to serve communities at large and to transform their lives, in a collaborative manner by partnering with internal and external stakeholders.
The Company’s CSR Policy aims to develop and implement a long-term vision and strategy for CSR initiatives including formulating, relevant potential CSR activities, their timely and expeditious implementation and establishing an overview mechanism of the activities undertaken/ to be undertaken, in synchronization with the various eligible activities prescribed under Schedule VII of the Act. The Company is committed not just to profits, but also towards leaving a deeper imprint on the society as a whole. We understand that there is a need to strike a balance between the overall objectives of achieving corporate excellence and the company’s responsibilities towards the community.
4. Responsibility of the Board of Directors
The responsibility of the Board of Directors shall be as under:
a) To approve the CSR Policy & disclose the contents of such policy in its report and also place it on the Company’s website;
b) To ensure that the activities included in the CSR Policy are undertaken by the Company;
c) To 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;
d) To ensure that the funds so disbursed have been utilised for the purposes and in the manner as approved by it and the person responsible for financial management shall certify to the effect;
e) 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.
5. Corporate Social Responsibility Committee
5.1. Constitution of CSR Committee
The Committee has been formed as per the requirements of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 comprising of two or more directors.
The composition of CSR Committee shall be disclosed in the Board of Directors’ Report. Board of Directors shall be empowered to take decision for making or effecting changes in the constitution of the CSR Committee.
5.2. Responsibilities of the CSR Committee
a) 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;
b) To ensure that Company’s website displays the approved CSR policy of the company;
c) To ensure that the manner of execution of such projects or programmes which are specified in Schedule VII of the Act as specified in CSR rules;
d) To recommend to the Board the amount of expenditure to be incurred on CSR activities;
e) To ensure that the modalities of utilisation of funds and implementation schedules for the projects or programmes;
f) To institute a transparent monitoring and reporting mechanism for implementation of the CSR projects or programmes or activities undertaken by the Company from time to time;
g) To monitor the Corporate Social Responsibility Policy of the company from time to time;
h) To carrying out any other functions as authorized by the Board from time to time or as enforced by statutory/ regulatory authorities.
6. CSR Activities
The Company shall undertake such CSR activities as recommended by the CSR Committee and approved by the Board from time to time pursuant to Schedule VII and Section 135 of the Act read with CSR Rules framed thereunder. Schedule VII of the Act shall stand revised and updated from time to time in line with any amendments/ inclusions/ exclusions made by the Government from time to time.
While arriving at the decision of the activity to be undertaken as per priority for the respective year, the Committee shall analyze the basic need of the community/ area in which the Company operates or at the place where its registered office is situated or any other areas as may be decided by the Board of Directors. The Committee shall record its findings and prioritized the CSR activities.
7. CSR Expenses
The CSR Committee shall endeavor to spend, in every financial year, at least 2% of the average net profit of the Company made during the 3 immediately preceding financial years in pursuance of the CSR Policy, provided further that if the Company fails to spend such amount, the Company shall specify the reasons for not spending the amount on CSR activities, projects and programmes and other requirements as specified under the Act and the CSR Rules.
For this purpose, the net profit and average net profit shall be calculated in accordance with the provisions of section 198 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Any expenditure on administrative overheads shall not exceed five percent of total CSR expenditure of the company in one financial year.
If the Company spends an amount in excess of the requirements provided under Section 135 of the Act, the Company may set off such excess amount against the requirement to spend, for such number of succeeding financial years and in such manner as per the provisions of Section 135 of the Act, read with the CSR Rules.
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 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 year.
The CSR amount may be spent by a company for creation or acquisition of a capital asset, which shall be held by such entities as specified under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Board shall approve the total fund to be utilized for CSR activity as recommended by the CSR Committee for respective financial year. The Company may allocate more fund/amount than the amount prescribed under section 135 of the Companies Act, 2013.
The Board shall be responsible for implementing the mandate of the CSR Policy and CSR Programs/projects and shall ensure that the CSR Activities are carried out in accordance with the CSR Policy read with the Act and CSR Rules.
CSR Activities are undertaken by the Company itself or through one or more of the instrumentalities or modalities in accordance with the applicable provisions of Section 135 of the Act, read with the CSR Rules.
9. Monitoring Process
In case of ongoing project, the Board of a Company shall monitor the implementation of the project with reference to the approved timelines and year wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period as specified under Section 135 of the Companies Act, 2013 & Rules made thereunder.
The CSR committee to monitor the CSR policy, progress of each CSR projects or programmes, their manner of execution, modalities of utilization of funds, unspent CSR amount and implementation schedules along with details of need from time to time.
The monitoring process will cover both programme and financial reviews.
10. Reporting & Disclosures
The CSR Committee is responsible to undertake CSR activities as per the approved CSR Policy. Apart from reporting to the Board about the implementation of CSR activity, a detail report containing the implementation schedule, total budget allocated, actual expenses incur, surplus arising, if any, unspent amount of CSR, result achieved, further work to do in the concern CSR activity, recommendation for the CSR activities for next year etc. should be placed before the Board for its consideration.
The CSR Committee shall maintain proper minutes of all its meetings.
The Board’s report of the Company shall include an annual report on CSR, containing the particulars and such other details as may be prescribed from time to time under the Act and the CSR Rules.
The Board will be responsible to ensure that:
a) The Board’s report includes the annual report on CSR Activities of the Company and sets out the requisite information in terms of the Act and CSR Rules;
b) The contents of the latest and updated version of the CSR Policy is included in the Board’s report;
c) The contents of this Policy along with composition of the CSR committee, and projects approved by the Board are also made available on the website of the Company in terms of the Act and CSR Rules;
d) In case of failure to ensure the minimum CSR Expenditure, detailed reasons for the same are adequately disclosed in the Board Report.
11. Amendments to the CSR Policy
The Board may amend, abrogate, modify or revise any or all clauses of this Policy, on recommendation of the CSR Committee and in accordance with the Act and the CSR Rules. In case any provision(s) of this policy is contrary to or inconsistent with the provisions of the Act, and CSR Rules etc. (“Statutory Provisions”), the Statutory Provisions shall prevail. Further, amendments in the Statutory Provisions shall be binding even if not incorporated in this Policy.