CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

1. INTERPRETATION

a. “Company” shall mean the Helios Packaging Private Limited, a Company incorporated under the provisions of the Companies Act, 1956 with its registered Office at Spazedge Towers, Tower-B, Office No. 522-526, Sector-47, Sohna Road, Gurgaon HR 122002.

b. "Act" means the Companies Act, 2013 (18 of 2013);

c. “Administrative overheads” means the expenses incurred by the company for ‘general management and administration’ of Corporate Social Responsibility functions in the company but shall not include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular Corporate Social Responsibility project or programme;.

d. “Board” shall mean Board of Directors of the Company.

e. “Corporate Social Responsibility (CSR)” means the activities undertaken by a Company in pursuance of its statutory obligation laid down in section 135 of the Act in accordance with the provisions contained in these rules, but shall not include the following, namely:-

  • activities undertaken in pursuance of normal course of business of the company:
  • Provided that any company engaged in research and development activity of new vaccine, drugs and medical devices in their normal course of business may undertake research and development activity of new vaccine, drugs and medical devices related to COVID-19 for financial years 2020-21, 2021-22, 2022-23 subject to the conditions that
    a) such research and development activities shall be carried out in collaboration with any of the institutes or organisations mentioned in item (ix) of Schedule VII to the Act;
    b) details of such activity shall be disclosed separately in the Annual report on CSR included in the Board’s Report;
  • any activity undertaken by the company outside India except for training of Indian sports personnel representing any State or Union territory at national level or India at international level;
  • contribution of any amount directly or indirectly to any political party under section 182 of the Act;
  • activities benefitting employees of the company as defined in clause (k) of section 2 of the Code on Wages, 2019 (29 of 2019);
  • activities supported by the companies on sponsorship basis for deriving marketing benefits for its products or services;
  • activities carried out for fulfilment of any other statutory obligations under any law in force in India;;.

f. "CSR Committee" means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act;.

g. “Activities” shall mean the CSR activities as prescribed by the Committee to the Board in cohesion with those enunciated in the schedule VII of the Act, 2013.

h. “NGO” shall mean the non-profit organizations be it a Registered trust, society, section 8 of the Companies Act, 2013 made by the Company or its holding, subsidiary or associate Company, or any association formed and registered under the respective statutory body in India.

i. “Directors’ report” shall mean the report under the section 134 of the Act 2013, by the Company;

2. OBJECTIVE:

Our Corporate Social Responsibility (CSR) policy is committed to achieve the goals of sustainable development by integrating economic, environmental and social imperatives, which recognizes the interests for all its stakeholders.

It ensures complying with the programs that are for the upliftment of the society, socially and environmentally, enhancing the quality of life and economic well-being of the deprived and under-privileged.

The Company recognizes that its business activities have wide impact on the society in which it operates and an effective practice is required giving due consideration to the interests of its stakeholders including shareholders, customers, employees, suppliers, business partners, local communities and other organizations. The objective of this policy is to set guiding principles for carrying out CSR activities by the Company.

3. VISION:

The philosophy of the Company is providing quality products at affordable prices to the society. In line with the Company’s philosophy, our CSR vision endeavors to provide the best services to the society with the commitment that "We Are There to Care" and subsequently promoting the sustainable growth for the society where it operates.

4. APPLICABILITY /SCOPE OF POLICY

  • This policy shall be called ‘Helios Packaging Private Limited Corporate Social Responsibility Policy’. It outlines the Company’s philosophy and responsibility as a corporate citizen of India and lays down the guidelines and mechanism for undertaking socially useful programs for inclusive & sustainable development of the community, in local the local area and areas around it where it operates (“local area”).
  • This policy shall apply to all CSR initiatives & activities taken up by the Company at the local area, for the benefit of different segments of the society at large, especially the deprived and underprivileged.
  • This policy is in compliance of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules” or “the Rules”), as amended from time to time.

5. QUORUM

Minimum of two Members shall form the Quorum.

6. MINUTES

Minutes of the proceedings and resolutions of the CSR Committee meetings shall be signed and confirmed by the Chairman of the meeting. Minutes so signed and confirmed shall be conclusive evidence of such proceedings and resolutions. Minutes of all Committee meetings will be open for inspection at any reasonable time on reasonable notice by any member of the Board of Directors of the Company.

Minutes of the committee meeting shall be recorded in loose sheets bound and shall be initialed by the Chairman or in electronic form and shall be digital signed by the Chairman.

7. MEETING

The committee members will meet at least once in every twelve months.

8. ALLOCATION OF FUNDS

For achieving its CSR objectives through implementation of meaningful & sustainable CSR projects / programs, Helios Packaging Private Limited shall endeavour to allocate the following as its Annual CSR Corpus:

  • Company will spend 2 % of the average net profits made during the three immediately preceding financial years, as prescribed under the Companies Act 2013 and the Rules made there under on CSR.
  • Any unspent CSR allocation of a particular year will be treated in compliance with notifications/guidelines from time to time by Ministry of Corporate Affairs as amended from time to time.
  • Any amount spend in excess of 2% of the average net profits made during the three immediately preceding financial years, such excess amount may be set-off against the requirement to spend up to immediate succeeding three financial years subject to the conditions specified in the CSR Rules, as and when amended from time to time.
  • Any surplus arising out of CSR projects/programs/ activities undertaken by the Company shall not form part of the business profit of the company and shall be treated in compliance with the Companies (CSR Policy) Rules, 2014, as amended from time to time and shall be spent in pursuance to this policy.

Any surplus arising out of the CSR activities shall not form part of the business profit of a 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.

9. ACTIVITES MAY BE UNDERTAKEN BY THE COMPANY:-

To attain its CSR objectives, activities which may be included by companies in their Corporate Social Responsibility Policies Activities relating to:-

  • 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;
  • 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 govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women.
  • Contribution to incubators funded by Central Government or State Government or any agency or Public Sector Undertaking of Central Government or State Government, and contributions to public funded Universities, Indian Institute of Technology (IITs), National Laboratories and Autonomous Bodies (established under the auspices of Indian Council of Agricultural Research (ICAR), Indian Council of Medical Research (ICMR), Council of Scientific and Industrial Research (CSIR), Department of Atomic Energy (DAE), Defence Research and Development Organisation (DRDO), Department of Science and Technology (DST), Ministry of Electronics and Information Technology) engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).]
  • Rural Development projects.
  • Slum area development.
    Explanation.- For the purposes 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

10. CSR COMMITTEE:

The CSR Committee is the apex level entity for the CSR Activities. The CSR Committee of the Company shall consist of two or more directors.

The Corporate Social Responsibility Committee shall have the following responsibilities:

  • Formulation of CSR Policy.
  • Identify key initiatives pursuant to the CSR policy.
  • Approval of CSR Roadmap and Annual Action Plan;
  • Overall management and supervision of the CSR activities;
  • Approval of CSR Projects on Short-term and Ongoing Activities;
  • Regular monitoring of implementation of CSR policy from time to time.
  • Recommend the amount of expenditure to be incurred on the CSR programs, projects and activities for a Financial Year to the Board.
  • Review of the progress of CSR projects and its feedback on a periodical basis;
  • Recommend modifications to the CSR policy, as and when required to the Board.
  • Formulate and recommend an Annual Action Plan in pursuance of this CSR Policy to the Board.
  • Recommend to the Board changes as may be required in the Helios Packaging Private Limited CSR Policy;
  • Delegate necessary powers for execution and implementation of the Helios Packaging Private Limited CSR Policy. The delegation may also include powers for meeting the requirements arising out of immediate & urgent situations.

11. COMPOSITION OF CSR COMMITTEE:

CSR Committee comprised of following Directors:

Mr. Parvesh Kumar - Chairman

Ms. Poonam Gupta - Member

12. ROLE/FUNCTIONS OF CSR COMMITTEE:

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

  • To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company. [in areas or subject, specified in Schedule VII];
  • To recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
  • To monitor the Corporate Social Responsibility Policy of the company from time to time.
  • To Prepare a transparent monitoring mechanism for ensuring implementation of the projects / programmes / activities proposed to be undertaken by the company.

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

13. IMPLEMENTATION OF CSR ACTIVITIES:

The CSR programs, projects or activities, will be implemented through either Company itself or through Implementing Agencies or jointly or collaboration with other company.

The Company may also collaborate with other companies including holding company or any of its group company for undertaking projects or programmes or CSR activities in such a manner that the CSR committees of respective companies are in a position to report separately on such projects or programmes .

The Implementing Agencies, who intends to execute the CSR projects, shall be registered with Ministry of Corporate Affairs, having valid unique CSR Registration Number and shall selected by the CSR Head using the following criteria:

  • A company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961, established by the company, either singly or along with any other company, or
  • A company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or
  • Any entity established under an Act of Parliament or a State legislature; or
  • A company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.

CSR activity to be taken by the company in accordance with the policy and submit a report to the board on all CSR activity undertaken during the financial year.

14. COMPUTATION OF NET PROFIT FOR CSR.

For the purposes of this section, “Average Net Profit” shall be calculated in accordance with the provisions of section 198 of Companies Act, 2013.

"Net profit" means the net profit of a company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely: -

  • any profit arising from any overseas branch or branches of the company, whether operated as a separate company or otherwise; and
  • any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act:

Provided that in case of a foreign company covered under these rules, net profit means the net profit of such company as per profit and loss account prepared in terms of clause (a) of sub-section (1) of section 381, read with section 198 of the Act;

15. TRANSFER OF UNSPENT CSR AMOUNT

Until a fund is specified in Schedule VII for the purposes of subsection(5) and(6) of section 135 of the Act, the unspent CSR amount, if any, shall be transferred by the company to any fund included in schedule VII of the Act.”.