CSR Policy
1. Introduction:
This corporate social responsibility policy (CSR Policy) outlines our commitment to conducting business in an ethical manner while contributing to the sustainable development of the communities in the geographies in which we operate.
2. Definition and Interpretation:
- (a) "Board" means the Board of Directors of the Company.
- (b) "Company" means Edunetwork Private Limited.
- (c) "CSR Activities" means such programs and projects as may be approved by the Board in terms of this CSR Policy.
- (d) "CSR Committee" means a committee constituted by the Board of Directors in terms of Section 135 of the Act and the rules formulated thereunder.
- (e) “CSR Policy” means this Policy.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the relevant section of the CSR Policy.
3. Vision Statement, Objective and Applicability:
- (a) Edunetwork Private Limited (“the Company”) is committed to conducting its business in a socially responsible manner. This CSR Policy outlines our approach to CSR, including our objectives, initiatives, and governance.
- (b) This CSR Policy has been framed in accordance with the applicable provisions of the Companies Act, 2013 ("Act") and the rules issued thereunder.
- (c) Notwithstanding anything to the contrary contained in this CSR Policy but subject to applicable law, in the event that the Company fails to meet the thresholds set out under Section 135(1) of the Act for three consecutive financial years, it shall not be required to: (i) Constitute/maintain the CSR committee; and (ii) Comply with the provisions of this CSR Policy till such time as it again meets the criteria specified in Section 135(1) of the Act.
Until such time the CSR Committee is constituted, all functions of the CSR Committee, as per the relevant sections of the Act, shall be carried out by the Board. In any financial year, if the Company needs to spend an amount of Rs. 50 lakh or more on CSR Activities, then, in that financial year, the Board shall mandatorily constitute a CSR Committee, and the composition of such CSR Committee shall be in terms of applicable provisions of the Act. Notwithstanding any other provision of the CSR Policy, during the period when the function of the CSR committee is being carried out by the Board, all references made to the CSR committee in this CSR Policy shall be deemed to mean the Board, to the extent necessary.
4. CSR Committee:
- (a) The CSR Committee shall be responsible for providing recommendations to the Board with respect to CSR Activities that may be undertaken by the Company in accordance with the CSR Policy as well as the Act and the rules made thereunder.
- (b) Without prejudice to the generality of the foregoing, the CSR Committee shall be
responsible for the following activities:
- 1. Formulating and recommending CSR Policy to the Board of Directors;
- 2. Recommend the amount of expenditure to be incurred on CSR activities;
- 3. Monitor the CSR Policy of the Company; and
- 4. Formulate and recommend to the Board of Directors, an annual action plan in pursuance
of the CSR Policy in accordance with the applicable law, and inclusive of the following items:
- 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;
- c) the modalities of utilisation 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.
- 5. Such other responsibilities as may be prescribed by the Board of Directors from time to time and as required by the relevant provision of the Companies Act, 2013
- (c) The CSR Committee shall consist of at least two or more directors of the Company. The number of members of the CSR Committee and their powers and functions can be specified, varied, altered or modified from time to time by the Board, subject to the provisions of the applicable law.
- (d) The CSR Committee shall hold meetings which shall be attended by a minimum of two members of the CSR Committee. The meetings shall be held at the registered office or at any other place as may be agreed by the members of the Committee. The meetings can be conducted through video conferencing (VC)
- (e) All questions of interpretation or discrepancies which shall arise under, or as a result of, or pursuant to, or in connection with the implementation of the CSR Policy or any initiative or activities undertaken by the Company in terms of the CSR Policy, shall be referred to the CSR Committee for their inputs and the final decision/determination/ interpretation shall rest with the Board.
- (f) No member of the CSR Committee shall be personally liable for any decision or action taken in good faith with respect to the CSR Policy.
5. Activities and Sectors Covered:
The CSR activities would focus on one or more of the below broad areas:
- (a) 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;
- (b) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;
- (c) 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;
- (d) 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;
- (e) 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;
- (f) 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];
- (g) Training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports;
- (h) 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;
- (i) 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
- (j) 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).
- (k) Rural development projects.
- (l) Slum area development where `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.
- (m) Disaster management, including relief, rehabilitation and reconstruction activities.
6. Implementation:
Every year, the CSR Committee shall formulate and recommend to the Board, an annual action plan of the CSR projects to be undertaken. The annual action plan includes the following broad parameters or such other matters as may be required by the Act or Board:
- (a) The list of CSR projects or programs 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 programs as specified in the CSR Rules including whether the Project is ongoing or will be completed within a year;
- (c) The modalities of utilization of funds and implementation schedules for the projects or programs;
- (d) Monitoring and reporting mechanisms for the projects or programs; and
- (e) Details of need and impact assessment, if any, for the projects undertaken by the Company.
7. Monitoring:
Implementation and monitoring of the CSR Activities and projects will be overseen by the CSR Committee. Monitoring is to be done periodically on key performance indicators- timelines, utilization of funds, targets, qualitative and quantitative impact, etc. depending on the nature and need of the CSR project. If the projects are being implemented by an agency, the CSR Committee may designate special executives for monitoring of the CSR Activities. The monitoring and evaluation may also be assigned by the CSR Committee to an independent external agency for the sake of objectivity and transparency. The periodic report of any such external agency concerning the status of CSR activities should be submitted to the CSR Committee. The CSR Committee may also undertake a study to assess the impact caused by the CSR activities of the Company. For the said purpose, the CSR Committee may designate special executives for this purpose or avail the services of specialised agencies
Where the CSR activity is undertaken directly by the Company, the CSR Committee shall monitor and assess the requirements for the relevant activity. The progress/status shall be reported to the Board as deemed necessary. If the CSR Activities are being implemented by an implementation agency, the CSR Committee designate special executives for monitoring of the CSR projects.
8. Reporting and Record Keeping:
The CSR Committee shall maintain proper minutes of all its meetings. The Board's report of the Company shall include an annual report on CSR containing the particulars and such other details as may be prescribed from time to time under the Act and the rules thereunder.
In respect of the reporting, the Board will be responsible to ensure that:
- (a) The report of the Board includes the annual report on CSR Activities of the Company and sets out the requisite information in terms of the Act and the Rules;
- (b) The contents of the latest and updated version of the CSR Policy are included in the report of the Board;
- (c) The contents of the CSR Policy along with the composition of the CSR committee and projects approved by the Board are also made available on the website of the Company.
- (d) In case of failure to ensure the minimum CSR Expenditure, detailed reasons for the same are adequately disclosed in the Board Report and ensure that the unspent amount is transferred as per the provisions of sections 135(5) and 135(6) of the Act.
9. Amendment:
The Board of the Company may, subject to compliance with applicable law, at any time alter, amend or modify the CSR Policy as it deems fit.