CORPORATE SOCIAL RESPONSILITY POLICY
[Pursuant to Section 135 of the Companies Act, 2013, read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014]
Putzmeister Concrete Machines Private Limited ("Company") has long been actively involved in social and community development. We are committed towards social causes and their development. As required under the provisions of Companies Act, 2013 .("Act"), the Company is pleased to announce its Corporate Social Responsibility Policy ("CSR Policy" or "Policy"). Our goal shall be to focus on CSR activities strictly in compliance with applicable laws from time to time in force, including the Act and the rules there under. Towards this purpose, the Policy has been designed to achieve the Company's social goals, while satisfying the required statutory obligations.
II. CSR FOCUS AREAS
In accordance with the primary CSR philosophy of the Company and the specified activities under the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and any amendment(s) thereof, the CSR activities to be undertaken by the Company under this Policy shall be any activities relating to:
i) Promotion of education, including special education and employment enhancing vocation skills especially among children, women, elderly, physically handicapped and livelihood enhancement projects;
ii) 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;
iii) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water;
iv) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
v) 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;
vi) Measures for the benefit of armed forces veterans, war widows and their dependents;
vii) Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;
viii) Contribution to the Prime Minister 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, Scheduled 'Tribes, other backward classes, minorities and women;
ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
x) Rural Development Projects
While deciding the program or project to be undertaken based on the focus areas indicated, the Company shall ensure that the provisions are interpreted liberally and the essence thereof is strictly adhered to.
Every activity to be undertaken by the Company above shall be approved by the CSR Committee (as defined herein). For the purpose of carrying out the CSR activities, preference shall be given to the local area and the areas around which the Company operates.
III. CSR COMMITTEE
CSR Committee shall be constituted by the Board of Directors of the Company. The roles, responsibilities and functioning of the CSR Committee shall be as provided below:
- Constitution: CSR Committee shall consist of any two members of the Board of Directors of the Company at any given point of time.
-Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the company as specified and any changes thereto.
-Recommend the amount of expenditure to be incurred on the said CSR activities
-Monitor the CSR Policy of the Company from time to time.
- Quorum: Any two members of the CSR Committee personally present or via video conferencing, shall form a quorum for the meeting of the CSR Committee.
- Meetings: The meetings of the CSR Committee shall be held as required/ requested by members. Meetings can be convened at such time, at such place and on such day, as the members of the CSR Committee may deem fit. The minutes recording the proceedings of the CSR Committee meetings shall be placed before the next board meeting of the Company for approval. Provisions relating to conducting board meetings via video conferencing shall apply mutatis mutandis to the CSR Committee meetings.
- Notices: Any one of the CSR Committee members or the Company Secretary of the Company shall be authorized to issue notice to convene the meetings of the CSR Committee.
- Membership: Membership of the CSR Committee is restricted to the Board of Directors of the Company. The CSR Committee may invite experts from various fields or officers or employees of the Company to attend its meetings and provide such expert views, comments, updates, information or clarification or for such other purpose as the CSR Committee deems necessary to conduct the business.
- Decisions: Matters transacted at the meetings of the CSR Committee or by way of resolutions by circulation shall be decided by majority vote of the CSR Committee members. All decisions of the committee shall be ratified by the board.
- Matters to be transacted: CSR Committee may as appropriate discuss the following matters at its meetings:
-Review of budget outlay for each of the CSR activities;
-Implementation review for each of the CSR activities;
-Report to the Board on the CSR activities carried out from the date of last meeting till date with supporting documents;
-Discussion on the new proposals, if any;
-Review of the roadmap for the CSR activities to be carried out, and
-Any other matter as the CSR Committee may deem fit.
- Jurisdiction: The Board of Directors or the CSR Committee, as the case may be, shall exercise its jurisdiction over the CSR activities carried or proposed to be carried within India.
IV. GUIDELINES FOR CHOOSING A CSR PARTNER
• The board of directors or the trustees or the management committee members or governing body members of the CSR Partner, as the case may be, or the members of the CSR Partner or the CSR Partner itself, shall not in any way be,
directly or indirectly, connected with any political parties and the CSR partner should not be, directly or indirectly, promoted by political parties.
• CSR Partner shall not engage in religious or political activities, for the private benefit of the CSR Partner. CSR partner shall not discriminate on the basis of race, colour, religion, sex, age, national origin, citizenship status, disability, sexual orientation, veteran status, political affiliation or any other protected status.
• The board of directors or the trustees or the management committee members or governing body members of the CSR Partner, as the case may be, or the members of the CSR Partner should not be adjudicated as an insolvent or convicted by a Court of any offence.
• CSR Partner should not be or should not have been a party at any time to Bankruptcy or insolvency or winding up proceedings or to proceedings involving a composition of creditors, or should not make or should not have at any time made an assignment for the benefit of creditors. Custodian, receiver or any other person with like power should not have been appointed to take charge of or liquidate all or a part of the its business, property or assets or no order should have been made or a resolution should have been passed for the winding-up or liquidation or any corporate proceedings for its liquidation, winding-up or dissolution shall have been commenced.
• The Company shall obtain a certificate from its CSR Partner, certifying that the CSR Partner has complied with the applicable laws, orders, regulations and other legal requirements.
• CSR Partner should have audited its accounts for each of the financial years from the date of its existence and the financial statements should reflect true and fair view of its affairs.
• The CSR Committee shall discuss the CSR Policy and the objectives of the Company in this regard with the proposed CSR Partners.
V. MONITORING MECHANISM
The monitoring of the CSR Policy and the execution of identified CSR projects, programs and activities shall be carried out under the overall superintendence of the CSR Committee. The CSR Activities shall be monitored in the following manner:
• At least one member or employee nominated by the CSR Committee shall accompany the representatives of the CSR Partner(s) to each of the venues where the CSR Activities are implemented.
• The CSR Partners or such other person as the CSR Committee may require shall submit to the CSR Committee, a status report detailing the utilization of the funds, CSR Activities carried out, reasons for deviation from the implementation schedule, if any, corrective measures taken in this regard, requirement of additional funds, if any, along with the reasons for such escalations as and when required by the CSR Committee, separately for each of the CSR activity.
• Procure pictures, videos and stories from the CSR Partners on the completed and ongoing CSR Activities.
The Board of Directors of the Company shall provide the following information in its report to its shareholders as well as on the website of the Company, as required under the applicable Act and Rules there under.
VII. EXCLUSIONS TO CSR ACTIVITIES
The following activities shall not qualify as CSR activities:
• Projects, programs or activities undertaken during the normal course of Company's business;
• Projects or programs or activities undertaken that benefit only the Company's employees, or its customers or vendors, or their families;
• One-off events such as marathons / awards / charitable contribution / advertisement / sponsorships of TV programmes etc.;
• Expenses incurred by companies for the fulfilment of any act (other than the Act), statute or regulations (such as Labour Laws, Land Acquisition Act etc.);
• No portion of salaries paid to and / or time spent by the Company's employees may be factored into CSR Cost.
VIII. POLICY REVIEWAND FUTURE AMENDMENT
The CSR Committee shall review the CSR Policy from time to time and make suitable changes as may be required and submit the same for the approval of the Board of Directors of the Company.
APPROVED BY THE BOARD OF DIRECTORS:
Mr. Wilfried Theissen Mr. Ranjeev Dubey