Corporate Social Responsibility

Title and Applicability

• The document describes the Corporate Social Responsibility Policy (“CSR policy”) of VNR Seeds Private Limited (“VSPL” or “the Company”). It includes VSPL’s vision, mission 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.

Vision and Mission

VSPL strongly believes in giving back to the society through various social, economic and environmental initiatives. VSPL has been an early implementer of CSR regulations. The Company is committed to make a positive impact on people and communities while contributing to the society by supporting causes on various concerns including rural transformation, providing affordable healthcare solutions, promoting education, environment sustainability, promoting sports and other social initiatives.

The Company is dedicated towards fulfilling the social objectives through its various ‘Conscious Sustainable and Responsible’ CSR activities. The Company shall endeavour to positively impact and influence the society for its sustainable development.

Objective and Scope

1. Objective

The main objective of the Policy is to establish the basic principles and the general framework of action for the management to undertake and fulfill its corporate social responsibility.

2. Scope & Coverage

The CSR activities of the Company shall include, but 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.

Key focus areas: –

 Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition, distribution of clothes & blankets to poor people and books & school dress to children. Also, facilitating the rural people with required nutrients & providing financial freedom by promoting fruit plantation, development and maintenance of roads in village areas.

Health: Providing affordable solutions for healthcare through improved access, awareness and health seeking behaviour, conducting medical camps.

Education: Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects as well as skill enhancement programs for farmers, agronomic practices, seminars etc.      

Environment: Ensuring environmental sustainability, ecological balance, conservation of natural resources.

Sports: Training, sponsoring and awarding prizes to promote various rural sports, nationally recognized sports, paralympic sports and Olympic sports.  

Research & Development: Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government

Corporate Social Responsibility (CSR) Committee

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 Committee 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 CSR Committee formed by VSPL is as follows:

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:

1. formulate and recommend the CSR policy to the Board;
2. recommend the amount of expenditure to be incurred on CSR activities;
3. The CSR Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its CSR Policy
4. Propose manner of execution / implementation, modalities of utilisation of funds and monitoring and reporting mechanism to the Board;
5. Spend the allocated amount on CSR activities once approved by the Board of Directors and create a transparent monitoring mechanism of CSR initiatives.
6. monitor the CSR policy of the company from time to time; and
7. Submit periodic reports to the Board for the activities undertaken.
8. Monitor activities to ensure that the CSR activities of the Company are implemented effectively.
9. Any other matter/thing as may be considered expedient by the members in furtherance of and to comply with the CSR Policy of the Company.

Notwithstanding the above, the Board may alter the said annual action plan at any time during the financial year, as per the recommendation of its CSR Committee, based on the reasonable justification to that effect.

Responsibility of the Board

1. Constitute a CSR committee and approve the CSR policy (taking into account the recommendations of the CSR Committee).
2. Ensure that the Company spends, in every financial year, prescribed percentage of the average net profits of the Company made during the three immediately preceding financial years.
3. Approve projects, programs and activities contained in the annual action plan with budget as proposed by the CSR Committee in accordance with Schedule VII of the Companies Act, 2013.
4. Ensure disclosures in the Board Report and website of the Company as required under the Companies Act, 2013.

CSR Implementation

VSPL shall undertake the CSR activities directly or with the approval of the Board/Committee, through implementing agencies as prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company may also collaborate with other companies for undertaking projects or programmes or CSR activities as prescribed under sub-rule (4) of rule 4 in Companies (Corporate Social Responsibility Policy) Rules, 2014.

CSR Budget

VSPL shall spend the prescribed percentage of average net profit as per Section 135(5) on specific CSR projects and programs in compliance to the Companies Act.

1. The computation of average net profits will be carried out in accordance with the provisions of Section 198 of the Companies Act, 2013.
2. In the event of the Company failing to spend the allocated annual budget, reasons for not spending will be provided in the Company’s Annual Report.
3. Surplus, if any, arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company and shall be utilised for CSR purposes.

CSR Reporting

The Board in its Annual Report shall include the details of the CSR activities undertaken in the financial year. The particulars to be stated in the report shall be in accordance with the provisions of Section 135 of the Companies Act, 2013 and related Rules.

The Board of Directors shall, after taking into account the recommendations made by the CSR Committee, approve the CSR Policy for the Company and disclose its contents in their report and also publish the details on the Company’s website, if any, in such manner laid down in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

CSR Review, Audit and Impact Assessment

The CSR Committee shall be apprised on the implementation of the CSR activities and the progress shall be monitored periodically.

Records relating to the CSR activities and the CSR expenditure shall be meticulously maintained. The records shall be submitted for reporting and audit.

Impact Assessment:

Impact assessment, if and when applicable, will be undertaken as per the criteria specified under applicable law, and that the impact assessment reports will be placed before the Board and disclosed as per the Act and CSR Rules.

Amendment

The Board of Directors, on its own and/or as per the recommendations of the CSR Committee, can amend this policy, as and when deemed fit. Any or all provisions of this CSR Policy are subject to the applicable provisions of the Companies Act, 2013 and any subsequent amendments thereof from time to time. The decision of the Board of Directors on all matters, relating to this Policy, shall be final and binding upon all concerned.