Corporate Social Responsibility Policy

PREAMBLE TO THE POLICY:

The Companies Act, 2013, in one of the new initiatives, has made it mandatory for the companies falling under certain threshold limits of turnover or net worth or net profit criteria to formulate a Corporate Social Responsibility (CSR) Policy and also spend a certain amount of average net profits on specified CSR activities. Hence, it has become imperative for the Company to formulate a policy to be compliant with law. This Policy has been framed in the light of the provisions of the Companies Act, 2013, the Rules and Regulations framed there under.

TITTLE:

This Policy may be called as the Corporate Social Responsibility (CSR) Policy of The Trivandrum Specialists Hospital Private Limited.

EFFECTIVE DATE:

This Policy shall be effective from the beginning of financial year 2023-24.

DEFINITIONS:

In this policy, unless the context otherwise requires, -

a)“the Act” means the Companies Act, 2013.
b)“Company” means The Trivandrum Specialists Hospital Private Limited.
c)“the Board” means the Board of Directors of The Trivandrum Specialists Hospital Private Limited.
d)“CSR Rules” mean the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments thereto issued under Companies Act, 2013 by the Central Government of India.
e)“The CSR Committee” means the committee constituted by the Board of Directors of the Company from time to time to comply with the provisions of Act & the CSR Rules. This Committee will be constituted as and when the requirement of CSR spend touches the threshold limits prescribed under the Act, currently this limit is Rupees Fifty Lakhs.
f)‘Net Profit’ means net profit as defined in Section 135 of the Companies Act, 2013 and CSR Rules as set out below:
Net Profit as per financial statements prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely:
i. any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise; and
ii. any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act.
g)“Implementing Agency” means any entity registered with Ministry of Corporate Affairs for undertaking CSR Projects, which is engaged by the Company to implement various projects in pursuance to CSR Policy.

“Ongoing Projects” means a multi-year project undertaken by the Company in fulfillment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced, and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the board based on reasonable justification;

Words and expressions used and not defined in this policy but defined in the Act and CSR Rules shall have meanings respectively assigned to them in the Act and CSR Rules.

PURPOSE OF THE POLICY:

The purpose of this Policy is to define the CSR policy of the Company, the projects and programs to be undertaken by the Company for the purpose of complying with the Company’s’ CSR obligations, to prescribe the methodologies of implementation of the policy and periodic monitoring of the same.

CSR ACTIVITIES, PROJECTS OR PROGRAMS TO BE UNDERTAKEN UNDER THIS POLICY:

The projects or programs to be undertaken by the Company under this policy shall be in compliance with the subjects enumerated in Schedule VII of the Act (as amended from time to time).

ANNUAL ACTION PLAN:

The Board or the CSR Committee shall formulate and recommend an Annual Action Plan every year to the Board, 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 utilization of funds and implementation schedules for the projects or programmes;
  • Monitoring and reporting mechanism for the projects or programmes; and
  • Details of need and impact assessment, if any, for the projects undertaken by the Company:

However, along with above details, the Annual Action Plan may include such other details as the CSR Committee or the Board may require from time to time and also, the Board may alter such plan at any time during the financial year, as per the recommendation of CSR Committee, if any based on the reasonable justification to that effect.

IMPLEMENTING THE POLICY:

The overall responsibility of administering, deciding the spend and monitoring the CSR Policy will vest with the Board or the CSR Committee. However, for the day to day effective implementation, actual spending, identifying the projects, liaising with identified agency/people, the CSR Committee, shall authorize designated Director or Officer including the Chief Executive Officer of the Company as person responsible for implementing the CSR Policy (‘the Officer’).

MODE OF IMPLEMENTING THE POLICY:

CSR programs, projects or activities of the Company should be implemented through following methods:
i. Directly by the Company;
ii. Implementing Agencies;
iii. Any foundation or body incorporated by the Company and eligible to undertake such CSR projects.
iv. In collaboration with other organizations/group companies While the Company can engage suitable Implementing Agencies to undertake approved CSR projects. The Company can also partner with local governance bodies, such as Gram Panchayats, Civic Bodies, Municipality to directly undertake approved CSR projects with the help and support of these bodies.

METHODOLOGY & GUIDELINES FOR SELECTION OF PROJECTS FOR CSR ACTIVITIES:

The Board or CSR Committee shall select the projects keeping in view the following guidelines:

  1. The subjects and projects shall be such which are covered in Schedule VII (as amended from time to time) of the Act.
  2. The CSR activity shall comply with all the rules prescribed under the CSR Rules.
  3. A proper due diligence shall be performed before selecting the organization/projects/agency.
  4. The CSR activity shall not be in the ordinary course of the business of the Company.
  5. There shall not be any contribution directly or indirectly to any political party.
  6. The CSR projects or programs or activities should not benefit only the employees of the Company and their families.
  7. One or more activity or programmes or organization may be selected for CSR spend but within overall limit of amount determined by the Board or CSR Committee for the year. The amount to be distributed between various projects or programmes or organization shall be decided by the Board or CSR Committee, as the case may be.
  8. The Officer authorized by the Board or CSR Committee shall, wherever required make personal visits to the Organization/entity to be selected for CSR activities before selection of the project for the CSR activity.

DETERMINATION OF THE AMOUNT TO BE SPENT IN ANY FINANCIAL YEAR:

The amount to be spent on CSR activity shall be determined and recommended by the CSR Committee or the Board of Directors of the Company. The Board or the CSR Committee shall determine and recommend the amount to be spent for a particular financial year based on the audited accounts of the previous financial years. The amount to be determined shall be in accordance with the provisions of the Act and the CSR Rules. Upon approval by the Board of Directors of the amount to be spent for the financial year, the amount shall become available for actual spend.

MEETINGS OF CSR COMMITTEE:

The CSR Committee, if constituted shall meet at least once in a year or as many times as required to decide, implement and monitor the CSR activities. Such meetings shall precede the meetings of the Board of Directors.

FUNCTIONS OF THE CSR COMMITTEE OR THE BOARD:

The CSR Committee or the Board of Directors shall undertake the following:
The CSR Committee or the Board shall formulate, an annual action plan in pursuance of CSR policy, which shall include the following, namely:

a)The list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
b)The manner of execution of such projects or programmes as specified in CSR Rules;
c)The modalities of utilization of funds and implementation schedules for the projects or programmes;
d)Monitoring and reporting mechanism for the projects or programmes; and
e) Details of need and impact assessment, if any, for the projects undertaken by the company:

APPROVAL MECHANISM FOR PROJECTS SELECTED:

The projects or programs or organization selected for the purpose of CSR spends shall initially be made by the Officer. The Officer shall submit a report to CSR Committee/Board with the basis and reasons for selecting a particular project, its recommendation of the amount to be spent and such other matters as may be required/necessary. After selection by the Officer, the same shall be placed before the CSR Committee/Board for its final approval. The CSR Committee/Board shall approve the project/programme/organization project can be undertaken.

ACTUAL SPEND, FUNDS ALLOCATION, MAINTENANCE OF ACCOUNTS ETC.:

The actual spend for the year shall be such as may be determined by the CSR Committee/Board. The amount shall become available for spend after determination by the CSR Committee and its approval by the Board of Directors. The finance department of the Company shall transfer the amount determined by the CSR Committee/Board to a separate account in the books of account. All expenses of CSR shall be defrayed from the normal bank accounts of the Company upon approval by the Officer. The finance team of the Company shall keep proper
accounts of the CSR expenditure and also vouchers/bills/invoices etc.

AREA OF ACTIVITY:

The registered office of the Company is situated in Pattom, Thiruvananthapuram. The provisions of the Act and CSR Rules prescribe that the CSR activities shall be performed by giving preference to the local area and areas around it where the Company operates. Hence,
the area of activity for CSR activities shall be the state of Kerala.

MONITORING OF THE CSR ACTIVITY:

The CSR Committee/Board shall monitor the CSR activity to be undertaken by the Company. In this process the CSR Committee/Board shall be assisted by the Officer. Officer shall provide quarterly reports to the CSR Committee/Board to be placed in the CSR Committee/Board
Quarterly meetings which shall cover the following matters: -

a)The project or program selected for the CSR activity for the year.
b)A brief write-up about the activity or organization selected for CSR activity and the basis and reasons for selection of a specific activity.
c)Photographs of the activity undertaken.
d)A report on the CSR activities every quarter and an annual report with all points as required to be placed before the Board of Directors and in its report as per the provisions of the Act and the CSR Rules.
e)A proper account of the amounts allocated and the amounts spent for the year.

SPEND:

The amount allocated by the CSR Committee/ Board shall be spent by Officer within the same financial year. If there is any unspent amount for any reason out of the determined amount for the year; the same should be transferred to specified funds as provided in Schedule VII of the Act, within six months from the closure of that financial year.

SURPLUS ARISING OUT OF CSR ACTIVITY:

The surplus, if any, arising out of CSR activities or projects 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 a period of six months of the expiry of the financial year.

CAPITAL ASSETS:

Capital asset acquired or created by CSR projects should be held by the beneficiaries of the said CSR project or a trust or a public authority for the benefits of all. The Company should take appropriate measure to ensure that such assets are utilized for the purpose it was meant for and should not be transferred or disposed off without prior permission of the Company.

IMPACT ASSESSMENT:

CSR activities undertaken should be in the interest of the society and the local population where the Company operates. Before undertaking any project or activities the Company shall conduct need assessment for the project and its utility in the demography where project is proposed. If Company is having average CSR obligation of Rupees Ten Crores or more in the three immediately preceding financial years shall undertake impact assessment through an independent agency for projects of Rs. One Crore or more which have been completed not less than one year before undertaking the impact study and place a report for consideration of the Board.

OTHER MATTERS/DIFFICULTIES:

If there are any matters which are not covered by this policy or in the Act or in the CSR Rules, the same shall be brought to the notice of the CSR Committee/Board and thereafter the CSR Committee/Board shall take a final decision on those matters.