POLICY ON CORPORATE SOCIAL RESPONSIBILITY

*MAHYCO PRIVATE LIMITED (FORMERLY SUNGRO SEEDS PRIVATE LIMITED) POLICY ON CORPORATE SOCIAL RESPONSIBILITY (CSR).

* The amendments to the CSR Policy have been recommended by the CSR Committee at its Meeting held on 28th September, 2020 and adopted by the Board of Directors at its Meeting held on 28t h September, 2020.

 

I. OBJECTIVE

This policy has been formulated in compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014.

II. HISTORICAL BACKGROUND TO CSR INITIATIVES.

Late Dr. B.R. Barwale, Founder Chairman of Mahyco, had a strong conviction for value based education which is paramount to the economic and social well being of the society. The Company respectfully acknowledges his visionary efforts to make available, affordable quality education and medical facility, particularly in the hinterland of Marathawada. His immense contributions in the field of education is truly reflected in thousands of successful students passing out of the educational institutions & most modern eye care Centre at Jalna which has helped lakhs of eye patients established and supported by him over the years, and contributing responsibly for building an equitable and prosperous society. His legacy is being carried on by Shri Rajendra B Barwale and the family members not only in the field of education and eye care, but also supporting the under-privileged and economically weaker sections of the society and contributing in their growth and development.

III. OUR PHILOSOPHY & VISION.

*Mahyco Private Limited (Formerly Sungro Seeds Private Limited) is committed to operate and grow its business in a socially responsible way with a vision to be an environmental friendly corporate citizen. CSR activities at Mahyco Private Limited towards social development will focus on under-privileged sections of the society and with this aim it shall attempt to bring the people into the mainstream by providing them facilities for their education, healthcare and self-employment. The Company is committed to operate in an economically, socially and environmentally sustainable manner while recognising the interest of its stakeholders. The aim of CSR Policy is to identify and lend a helping hand to the under-privileged and economically weaker sections of the society and to contribute in their growth and development.

The CSR policy of the Company aims to align its philosophy to initiate measures and pursue socially useful programs with the objectives and activities of CSR as envisaged in the Companies Act, 2013 and the Rules made there under. This policy w a s formulated and recommended by the CSR Committee and adopted by the Board of Directors at its Meeting held on 22nd September, 2016. The provisions of the policy are as per the provisions of Companies Act, 2013 and Rules made there under. Going forward, the Board may, upon the recommendation of the CSR Committee amend or modify this CSR Policy as and when considered necessary.

IV. DEFINITIONS.

• “Board” means the Board of Directors of the Company.

• “Corporate Social Responsibility” or “CSR” means and includes but is not limited to :-

i) Projects or programs relating to activities specified in Schedule VII to the Companies Act, 2013 as amended/modified from time to time or

ii) Projects or programs relating to activities undertaken by the Company in pursuance of the recommendations of the CSR Committee and approved by the Board as per this policy.

• “CSR Committee” means Corporate Social Responsibility Committee constituted by the Board pursuant to Section 135 of the Companies Act, 2013.

• *“Company” means Mahyco Private Limited.

• “Net Profit” means the net profit of the Company as per its financial statement prepared in accordance with the applicable provisions of the Companies Act, 2013 but shall not include the following viz:-

i) Any profit 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 Companies Act, 2013. Words and expressions used in this Policy and not defined herein but defined under the Companies Act, 2013 shall have the meanings respectively assigned to them therein.

V. CONSTITUTION, COMPOSITION AND ACTIVITIES OF CSR COMMITTEE.

• The CSR initiatives/activities of the Company will be identified and initiated by the CSR Committee.

• The Board of Directors at its Meeting held on 18th December 2015 constituted a Committee known as Corporate Social Responsibility Committee as required under Section 135 of the Companies Act, 2013 to decide on and monitor the implementation of the projects/programs to be carried out as Corporate Social Responsibility within the purview of Schedule VII of the said Act.

• *The CSR Committee has been reconstituted with the following Members, who are the Directors of the Company:- (i) Shri. R. B. Barwale (Chairman of the CSR Committee)

(ii) Shri. Shirish R. Barwale

(iii) Col. Anup Singh

1. In the absence of the CSR Committee Chairman, those members present in the Committee Meeting shall elect one of them to chair the meeting.

2. The Committee may be reconstituted from time to time by the Board of Directors of the Company as and when considered necessary.

3. Minimum of (2) members shall constitute a quorum for the Committee Meeting.

4. The meeting of the Committee shall be held from time to time at such intervals as may be considered necessary.

The Committee • shall formulate and recommend to the Board a CSR Policy in compliance with Section 135 of the Companies Act

• recommend to the Board the amount of expenditure to be incurred by the Company on CSR activities and the Board will ensure that the activities as are included in CSR Policy are undertaken by the Company subject to and in accordance with the provisions of Section 135 of the Companies Act, 2013.

• Identify the activities to be undertaken as per Schedule VII of the Companies Act 2013 and the Rules made thereunder (as amended/modified from time to time)

• Monitor the implementation of CSR Policy from time to time

• To carryout any other function as may be mandated by the Board from time to time and/or enforced by any statutory notification.

• To prepare annual planned expenditure for the CSR activities and to submit the same for approval of the Board.

• To report the progress of CSR activities and initiatives to the Board on a regular basis.

• The CSR Committee may delegate its responsibility to any senior or key managerial person as and when deemed fit.

• The composition of the CSR Committee shall be disclosed in the Board’s Report.

VI. *CSR ACTIVITIES:

The Company may undertake any of the following activities as its CSR activities including any projects/activities as may be specified /added/amended/ by the Ministry of Corporate Affairs, Government of India from time to time in this regard and in accordance with SCHEDULE VII read with Sec 135 of Companies Act, 2013 as under :-

i. Eradicating hunger, poverty and malnutrition, promoting healthcare including preventive healthcare 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.

ii. Promoting education, including special education and employment enhancing vocation skills especially among children, woman, elderly and the differently abled and livelihood enhancement projects.

iii. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers, and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

iv. 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.

v. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up of public libraries, promotion and development of traditional arts and handicrafts.

vi. 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.

vii. Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports.

viii. 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 Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women.

ix. (a) 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; and

(b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).

x. Rural development projects

xi. Slum area development. Explanation – For the purpose of this item, the term ‘slum area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.

xii. Disaster management, including relief, rehabilitation and reconstruction activities. The Company may make contributions to organizations carrying out any of the above CSR activities o r t h e o t h e r CSR activities/projects as may be thought fit a n d r e c o m m e n d e d by the CSR Committee and approved by the Board of Directors subject to the provisions of Section 135 of Companies Act, 2013 and rules made there-under.

VII. AMOUNT OF EXPENDITURE TO BE INCURRED ON THE CSR ACTIVITIES:

The Company will endeavor to spend the following amounts for CSR activities in pursuance of this Policy:

i) In every financial year, at least two per cent of the “average net profits” of the Company made during the three immediately preceding financial years. The “average net profits” shall be calculated in accordance with the provisions of section 198 of the Companies Act, 2013 and the rules made there under from time to time.

ii) Any Surplus arising out of CSR activities/Projects/Programs shall be used for CSR.

iii) In the absence of Net Profits in any financial year, the Company may endeavour to spend such feasible amount as it may decide subject to the approval of the Board of Directors of the Company.

VIII. MODALITIES OF EXECUTION/IMPLEMENTATION:

i) The CSR activities shall be undertaken by the Company as per its stated CSR Policy.

ii) CSR Activities may be initiated/implemented/executed : A) By the Company or B) Through a) a Company established under section 8 of the Act, or a registered trust or a registered society established by the Company, either singly or alongwith any other company. b) a Company established under Section 8 of the Act or a registered trust or registered society established by the Central Govt. or any entity established under Act of Parliament or a State Legislature. c) provided that if the Company decides to undertake the CSR activities through a Company established under Section 8 of the Act, or a Registered Trust, or a Society other than those specified under the Rules, such Company, Trust or Society shall have a track record of 3 years in undertaking similar programmes/projects and it shall be as per the conditions specified under Rules.

IX. ROLE OF BOARD:

The role and responsibility of the Board shall include: I) Approval of the CSR Policy including amendments, if any, when necessary.

II) Review of the recommendations made by the CSR Committee.

III) Ensure that the CSR activities are undertaken as per the CSR Policy and the applicable laws from time to time.

IV) Ensure that in each financial year the Company spends atleast 2% of the average Net Profits of immediately preceding three financial years calculated in accordance with the provisions of Section 198 of the Companies Act 2013.

V) As part of the Directors Report, specify the reasons for under spending the CSR amount as per the provisions of the Act..

VI) Ensure to carry forward unspent amount in subsequent financial years.

X. GENERAL TERMS AND CONDITIONS:

• Contribution of any amount directly or indirectly to any political party under Section 182 of the Companies Act, 2013, shall not be considered as CSR activity.

• Amount spent on CSR activities 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 will not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Companies Act, 2013.

• Any surplus arising out of the CSR activity will not be part of the business profits of the Company.

• The CSR Committee will recommend the expenditure on CSR activities within the monetary limits sanctioned by the Board for such activities.

• The Company’s CSR Activities may focus on the upliftment of underprivileged people and will give preference to the local area and areas around it where it operates for spending the amount earmarked for CSR activities.

• The CSR activities shall be undertaken within India.

• The CSR projects or programs or activities that benefit only the employees of the Company and their families or activities undertaken in pursuance of normal course of business of the Company shall not be considered as CSR activities in accordance with this policy or under Section 135 of the Companies Act, 2013.