CSR Policy

CORPORATE SOCIAL RESPONSIBILITY POLICY

1. Overview

1.1. Darshana Industries Private Limited’s Philosophy

1.1.1. Darshana Industries Private Limited (“Company”) is engaged in the business of manufacture of standard industrial hardware accessories made from plastic, steel, zinc, and rubber parts.

1.1.2. The corporate sector controls a significant portion of the society’s resources and therefore, it is imperative for companies to draw a balance between their right to grow and their responsibilities towards society and the environment. The concept of Corporate Social Responsibility (“CSR”) acknowledges the debt that a company owes to the community within which it operates as a stakeholder and it urges a company to embrace the “triple bottom-line” approach whereby its financial performance can be harmonized with the expectations of society, the environment and the many stakeholders it interfaces with and not just its own shareholders and employees.

1.1.3. The Company proposes to do CSR activities in a manner that is compliant with Section 135 and Schedule VII of the Companies Act, 2013 (“Act”) and the rules framed thereunder.

1.2. CSR Policy:

1.2.1. This CSR policy (“Policy”) spells out the Company’s philosophy towards its social responsibilities and lays down the guidelines, framework and mechanism relating to the implementation, monitoring, reporting, disclosure, evaluation and assessment of projects, programmes and activities forming part of the Company’s CSR.

1.2.2. The CSR Committee (defined below) is empowered to implement the CSR Policy as approved by the Board and also to recommend amendments or modifications to this Policy and such changes shall be placed before the Board of Directors of the Company (“Board”) for approval.

2. Objective and Scope

2.1. Objective

2.1.1. The main objective of the CSR Policy is to lay down guidelines for the Company to make CSR as one of the key focusareas to adhere to the Company’s global interest in environment andsociety that focuses on making a positive contribution to society through effective impactand sustainable development programs.

2.1.2. This Policy covers the proposed CSR activities to be undertaken by the Company andensuring that they are in line with Schedule VII of the Act as amended from time to time. Itcovers the CSR activities which are being carried out in India only and includes strategy thatdefines plans for future CSR activities.

2.1.3. The following is the list of CSR activities or programs which the Company plans to undertake pursuant to Schedule VII of the Act:

• Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water.
• promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.
• 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.
• ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga.
• 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 art and handicrafts.
• measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows.
• training to promote rural sports, nationally recognised sports, paralympic sports and olympic sports.
• contribution to the prime minister's national relief fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women.
• contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.
• rural development projects.
• slum area development.
• disaster management, including relief, rehabilitation and reconstruction activities.

2.2. Scope & Coverage

2.2.1. This CSR Policy shall be implemented in accordance with the provisions of Section 135 of the Act and the rules thereunder. It shall apply to all projects / activities undertaken by the Company in India as per Schedule VII of the Act.

2.2.2. The CSR activities shall not include activities undertaken by the Company in pursuance of the normal course of its business.

2.2.3. Projects, programs or activities that solely benefit the employees of the Company and their families shall not be considered as CSR activities under this Policy.

3. Corporate Social Responsibility (CSR) Committee

3.1. Constitution

3.1.1. Pursuant to the provisions of Section 135 of the Act, the Board of Directors has constituted the following directors as forming a part of the CSRcommittee (“CSR Committee”):

3.2. Functions and Powers of Committee

3.2.1. To effectively implement the objectives of the Company with respect to CSR, the Committeeis vested with the following functions and powers:

• formulate and recommend to the Board, the Policy which shall indicate the activities to be undertaken by the company in areas or subject, specified in Schedule VII of the Act and as listed down in clause 2.1.3 above.;
• recommend the amount of expenditure to be incurred on the activities referred to in clause 3.2.1 (a); and
• monitor the Policy of the Company from time to time.

3.3. Meetings of the Committee

The members of the Committee may mutually agree between them regardingthe frequency, time andplace for meetings of the committee.

4. CSR Spend

4.1. The corpus for CSR expenditure shall be minimum of 2% (two percent) of the average net profits during the 3 (three) immediately preceding financial years or such percentage as may be prescribed under the Act and Companies (CSR Policy) Rules, 2014 (“CSR Rules”) as amended from time to time.

4.2. Any surplus arising out of CSR projects/programmes or activities shall not form part of the business profits and shall be invested into the CSR programme/project.

5. Failure to spend the CSR amount

5.1. If the Company fails to spend the required amount in a particular financial year, it is the dutyof the Committee to submit a report in writing to the Board specifying thereasons for not spending the amount, which in turn shall be reported by the Board in their annual report pertaining to that particular financial yearand, unless the unspent amount relates to any ongoing project referred to in sub-section (6) of Section 135 of the Act, transfer such unspent amount to a Fund specified in Schedule VII of the Act, within a period of six months of the expiry of the financial year.

6. CSR Initiatives

6.1. 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 thebeginning of each year.

7. Annual ActionPlan

7.1.The CSR Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its Policy, which shall include the following, namely:-

• 7.1.1. the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
• 7.1.2. the manner of execution of such projects or programmes as specified in Rule 4(1) of the CSR Rules;
• 7.1.3. the modalities of utilisation of funds and implementation schedules for the projects or programmes;
• 7.1.4. monitoring and reporting mechanism for the projects or programmes; and;
• 7.1.5. details of need and impact assessment, if any, for the projects undertaken by the Company:

7.2. However, the Board may alter such plan at any time during the financial year, as per the recommendation of the CSR Committee, based on the reasonable justification to that effect.

8. Reporting and publication of CSR policy

8.1. The CSR Committee shall prepare an annual report on CSR, in the format prescribed under the Act and such report shall be included in the Board’s report annexed to the financial statements. The report shall be signed by the Chairman of the CSR Committee and the Managing Director/CEO/Director of the Company.

9. Monitoring Mechanism

9.1. The CSR Committee will monitor the programs and projects to ensure that they are being carried out in compliance with this Policy and the Act and in accordance with the approved budget. Money expended towards CSR shall be released only against verification of utilization of funds as per approved work-plans and timelines. Verification may be done through review of documents, field visits and through an active feedback mechanism. The CSR Committee may also engage external agencies/ NGOs for monitoring the utilization of funds and implementation of projects.

9.2. To ensure effective implementation of the CSR projects, programmes and activities undertaken in terms of the Policy, the progress of each such project, programme and activity will be reviewed by the CSR Committee on a half-yearly basis, with all requisite documentation. Such reviews shall be carried out with the objective of identifying slippages, if any, and taking appropriate corrective action to resolve such slippages after thorough discussions with the CSR Committee.

9.3. All CSR activities and expenses made thereon will be reported in a transparent manner, which will be placed before the Board by the CSR Committee. All CSR expenses will be audited along with the statutory audit and reported as may be required under the Act.

9.4. In the event it is observed that any CSR activity taken up is not being implemented in the desired manner, the CSR Committee may, with the approval of the Board, discontinue funding of such project at any time during the course of implementation and deploy such funds for any other project/ activity or programme.

10. Policy review and future amendment

10.1. The administration of the CSR Policy of the Company and the execution of identified CSRprojects, programs and activities under it shall be carried out under the control and overallsupervision of an internal monitoring group formed for this purpose. At the time of formation of this Policy, the internal monitoring group shall consist of:

• The General Manager
• Purchase Officer
• Sales Officer
• HR Personnel

10.2. Further, the Board of Directors may revise/ amend this Policy based on the recommendations of the CSR Committee or to bring the same in line with the guidelines oramendments issued from time to time by Government on the subject.