Introduction

This Corporate Social Responsibility Policy (“the CSR Policy”) has been framed by “ABS Fujitsu General Private Limited” (ABS) (the Company) in accordance with the Section 135, Schedule VII of the Companies Act, 2013 and CSR Rules issued by the Ministry of Corporate Affairs on February 27, 2014.

Unless the context otherwise requires, the definitions mentioned in the notification dated February 27, 2014 and Companies Act 2013, shall apply to this CSR Policy.

CSR In India

Corporate bodies’ involvement in CSR activities is not a new concept in India. Industrial majors are engaged in social development activities since long back. However, the Companies Act, 2013 has brought it under the legal purview. The concept of CSR is introduced through “Comply-or-Explain” mandate. It mandates qualifying companies to constitute Corporate Social Responsibility Committee to effectively monitor CSR activities of the Company. Further the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as “the CSR Rules”) lay down the framework and modalities for carrying out CSR activities which are specified in Schedule VII of the Act.

Company Philosophy for CSR Policy

The Companies Act, 2013 has formally introduced the Corporate Social Responsibility to the Indian Companies. “ABS Fujitsu General Private Limited” is much positive and appreciate the decision taken by the Government of India. Legal framework of CSR is an edge to Corporate Charitable/reformative approach towards the Society to which the Corporate is belonging to. By introducing the separate section for CSR in Companies Act, 2013, the Government has given legal recognition to their community development approach.

The management of the ABS Fujitsu General Private Limited expresses its willingness and support to the CSR concept, its legal framework and shall be abided to it.

Objective, Scope and Coverage

Objective

The main objective of the CSR Policy is to lay down guidelines “ABS Fujitsu General Private Limited” will act as a good corporate citizen and aims at supplementing the role of Government in enhancing the welfare measures of the society within the framework of its policy and to make CSR as one of the key focus areas to adhere to the Company’s global interest in environment and society that focuses on making a positive contribution to society through effective impact and sustainable development programs.

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

Scope and 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.

CSR Activities

Pursuant to Schedule VII of the Companies Act, 2013, the Committee has plans to undertake the following activities as “CSR Activities” under the CSR policy of the Company. The Board of Directors has reviewed the said activities and express its consent to the Committee to pursue the said activities under CSR policy of the Company under section 135 of the Companies Act, 2013, Schedule VII and other applicable rules, regulations, notifications etc., issued/to be issued from time to time.

Approved CSR Activities

Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and 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.
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.

 

Measures for the benefit of armed forces veterans, war widows and their dependents.

Training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports.

Contribution to the Prime Minister’s 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, the Scheduled 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.

Any other measures with the approval of Board of Directors on the recommendation of CSR Committee subject to the provisions of Section 135 of Companies Act, 2013 and rules made there-under.

 

Exclusion from CSR Activities

The Following activities are restricted and shall not form part of CSR Activity:-

Company shall Endeavour not to include any of the business activities undertaken in the normal course of business of the Company within the ambit of CSR activities.

  Contribution of any amount directly or indirectly to any political party under Section 182 of the Act, shall not be considered as CSR activity.

  CSR Projects or activities that benefit only the employees of the Company and their families shall not be considered CSR activities.

No contribution to be made for any activities undertaken outside India. The surplus, if any arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company.

  Expenditure not in line with the CSR Activities shall not be included.

One off events such as Marathons/awards/charitable contributions/advertisement/ sponsorships of TV programs etc. would not be qualified as CSR expenditure.
Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects.
Expenses incurred by companies for fulfilment of any Act/Statute of regulations would not count as CSR Expenditure under the Companies Act. CSR projects/programs or activities that benefit only the employees of the Company and their families.

Budget for CSR Activity

The Company shall allocate the budget for CSR activities. The minimum budgeted amount for a financial year shall be 2% of the average net profit of three immediate preceding financial years. The Company may allocate more fund/amount than the amount prescribed under section 135 of the Companies Act, 2013, for the CSR activities for any financial year.

The Committee shall calculate the total fund for the CSR activities as per the provisions of Section 135 read with section 198 of the Companies Act 2013 and recommend to the Board for the approval. The Board shall approve the total fund to be utilized for CSR activity for respective financial year. CSR expenditure shall include all expenditure including contribution to corpus for projects or programs relating to CSR activities approved by the Board on the recommendation of its CSR Committee, but does not include any expenditure on an item not in conformity or not in line with activities which fall within the approved CSR activities.

Identification of Activities/Projects

Out of approved CSR activities, the Committee shall decide which activity/project should be given priority for the respective financial year. While arriving at the decision of the activity to be undertaken for the respective year, the Committee shall analyse the basic need of the community/ area in which the Organisation operates or at the place where its registered office is situated. The Committee shall record its findings and prioritised the CSR activities.

Implementation Process

After prioritizing the activity the Committee shall finalise the detail implementation project/programme, including planning for expenses against the total budget allocated for CSR activities.

The CSR activities shall be implemented in two ways as below:

 Directly by ABS.

 Through NGOs/Voluntary Organizations/Trusts.

Organisational Responsibility

At organisational level for implementation of agreed CSR activity, the committee may constitute an implementation team or authorised any of the Department of the Company to organize for the implementation of the CSR activity. The team or respective department shall monitor the implementation process from time to time, on behalf of the CSR committee and place a report to the Committee regarding the progress of the activity implementation, on a quarterly basis. The respective department or implementation team would be responsible for reporting of any irregularity to the Committee on immediate basis.

Monitoring by the Board

The Board of Directors shall constantly monitor the implementation of the CSR activities. The CSR committee shall place a progress report, including details of expenses, before the Board on quarterly basis. The Board shall review the same and suggest recommendation, if any, to the committee with regard to implementation process.

Compliance and Reporting to Board

The Committee is responsible to undertake CSR activities as per the approved CSR Policy. Apart from quarterly 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, 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. Any surplus arising out of the fund allocated for CSR activity shall not be the part of the business profit of the Company.

Management Commitment

Our Board of Directors, our Management and all of our employees subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. This is the cornerstone of our CSR policy.

Our Corporate Social Responsibility policy conforms to the relevant section of the Corporate Social Responsibility, Rules made under Companies Act, 2013 and amendment(s) to be made thereto in future.

The Company is contributing to sustainable development by its economic activites combined with the fulfilment of its social responsibilities relating to the education, health, safety and environment aspects.

CSR Committee Formulation and Structure

The Corporate Social Responsibility Committee is constituted by the Board of Directors of ABS Fujitsu General Private Limited in their meeting held on 11th September 2020 in compliance with Section 135 of the Companies Act, 2013 (“the Act”) read along with Schedule VII & the applicable rules thereto. The present Corporate Social Responsibility (CSR) Policy (“the policy”) is in compliance with Section 135(3) of the Act read along with the Companies (Corporate Social Responsibility Policy) Rules, 2013 (“the rules).

ABS’ Corporate Social Responsibility (CSR) involves participating, contributing and make our presence in social, economic, infrastructural, educational, cultural developments etc; for augmenting the quality of life of the people of our country, especially in and around areas where are our registered office are located.

Structure

The Company has constituted Corporate Social Responsibility Committee (“the Committee”) comprising of following three Directors:

S.No. Name of the member Designation in committee Designation in the Company
1 Mr. M. Vilayath Ali Chairman Director
2 Mr. Balakrishna B. S. Member Director
3 Mr. Vinod Saladi Member Director

Board of Directors of the Company may re-constitute the Committee, as and when required to do so, by following the sections, sub-sections, rules, regulations, notifications issued or to be issued, from time to time, by the Ministry of Corporate Affairs or the Central Government of India. The Committee shall exercise powers and perform the functions assigned to it by the Board of Directors of the Company pursuant to section 135 of the Companies Act, 2013 and CSR Rules notified with regard thereto.

Scope of Work of CSR Committee

To effectively implement the objectives of the Company with respect to CSR, the Committee is vested with the following functions and powers:

Formulate CSR Policy and recommend the CSR activities as stated under Schedule VII of the Act, to the Board of Directors of the Company for their approval.
Approve to undertake CSR activities, if necessary, in collaboration with other Companies/firms/NGOs etc., and to separately report the same in line with the CSR Rules.

 Recommend the CSR Budget.

 Recommend the amount of expenditure to be incurred on the activities; 

Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules.

Create transparent monitoring mechanism for implementation of CSR initiatives in India.

 Submit the Reports to the Board in respect of the CSR activities undertaken by the Company.

 Monitor CSR Policy from time to time.

Monitor activities/charter of Internal Working and Monitoring Group, who are authorized to ensure that the CSR activities of the Company are implemented effectively.

  Authorize executives of the Company to attend the CSR Committee Meetings, if necessary.

Meetings Of The Committee:

For smooth functioning of the Committee, the members shall meet as below to discuss such matters and to take such decisions as may be necessary:

  The CSR Committee shall hold a minimum number of two meetings in a year.

The members of the Committee may mutually agree between them regarding time and place for the said meetings 

The quorum for the CSR Committee Meeting shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher.
The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio visual means as may be convenient.

The Company Secretary shall act as the Secretary of the committee meetings

Create transparent monitoring mechanism for implementation of CSR initiatives in India.

Submit the Reports to the Board in respect of the CSR activities undertaken by the Company.

Authorize executives of the Company to attend the CSR Committee Meetings, if necessary.

Minutes of Meeting

The Secretary shall be responsible for drafting & maintaining the minutes of the CSR Committee meetings. The draft minutes will be circulated to the members for their inputs and each approved minutes will be placed before the Board of Directors for noting.

Resolution passed by Circulation

A resolution shall be valid and effective as if it has been passed at a CSR Committee meeting duly called & constituted, if it is passed by circulation by an affirmative majority vote of the members. The resolution passed by the circulation shall be recorded in the minutes of the subsequent meeting of the Committee.

Disclosures

The Annual Report of the Company shall include a section on CSR outlining the CSR Policy, CSR committee, CSR initiatives undertaken by Company, the CSR spend during the financial year and other information as required by the prevailing law.

General

All administrative expenses including expenditure on wages & salaries, tours and travels, Training & development of personnel deputed on CSR activities would be borne from CSR funds.
If it is observed that any CSR activity taken up for implementation is found not properly Implemented, ABS at its discretion may discontinue funding the activity at any time during the course of implementation.
CSR Committee shall be empowered to amend or modify this policy and such changes shall be placed before the Board for approval.
Designed for Comfort Our Heating, ventilation, and air conditioning solutions have been designed to optimize comfort, regardless of outdoor temperatures.
In case of any doubt with regard to any provision of the policy and also in respect of matters not covered herein, a reference to be made to CSR Committee. In all such matters, the interpretation & decision of the CSR Committee shall be final.
The provisions of the CSR policy would be subject to revision/amendment in accordance with the guidelines on the subject as may be issued by the Central Government or the Ministry of Corporate Affairs from time to time.
The Company reserves the right to modify, cancel, add, or amend any of these Rules.

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