Corporate Social Responsibility - Act

• Company shall mean Orient Blackswan Private Limited, a Company incorporated under the provisions of the Companies Act, 1956 with its registered Office at 3-6-752, Himayat Nagar, Hyderabad 500 029
• Act shall mean the Companies Act, 2013 and includes any other rules, regulations, statutory amendments, and any other statutory enactments thereof made under the Act from time to time.
• Board shall mean the Board of Directors of the Company.
• Independent Director/Non-Executive Director shall mean a Director of the Company as defined and enunciated in Sub-section 6 of Section 149 of the Act.
• CSR shall mean Corporate Social Responsibility as defined in Section 135 of the Act and rules made thereunder.
• Committee shall mean the CSR Committee formed by the Board of Directors of the Company.
• Activities shall mean the CSR activities as prescribed by the Committee to the Board in cohesion with those enunciated in Schedule VII of the Act.
• NGO shall mean any non-profit organisation, be it a Registered Trust, Society or Company registered under Section 8 of the Act.
• Directors’ Report shall mean the Report under Section 134 of the Act by the Company.
• Website shall mean the official website of the Company.

• The Board shall constitute a Committee especially for CSR known as the CSR Committee. The Committee shall consist of three or more Directors with at least one among them being a Non-Executive Director. The Board has absolute power to remove and induct any member into the Committee.
• The members of the Committee should be not less than 21 years of age.
• The tenure of the members shall be for five years at a time, or the term of their Directorship, whichever is shorter.
• The Board may, at its discretion, reappoint any member or members whose tenure has come to an end for a further period of five years at a time so long as they continue to be Directors of the Company.

• The Chairperson of the Committee shall be elected by the members of the Committee.

• The Committee shall meet at least twice each financial year.
• Notice of any meeting of the Committee is to be given at least three (3) days prior to any such meeting being held, unless all members unanimously waive such notice.

• A minimum of two members shall form the Quorum.

• All decisions shall be taken by a simple majority. In case of equality of votes on any matter, the Chairperson shall have the casting vote; The Committee can also pass resolutions by circulation, if the draft resolution along with necessary papers, has been circulated to all the members of the Committee (not being less than the quorum fixed for a meeting of the Committee) in India at the time and has been approved by such of the members as are then in India, or by a majority of such of them as are entitled to vote on the resolution.

• Minutes of the proceedings and resolutions of the Committee meetings shall be signed and confirmed by the Chairperson 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.
• Minutes of the Committee meetings may be recorded on loose sheets, bound, and shall be initialled by the Chairperson or, if in electronic form, shall be digitally signed by the Chairperson.

• The Company Secretary of the Company or any other member of his/her team may be nominated as the person responsible for maintaining the records of all the Committee meetings and the duly signed minutes of the Committee meetings at a place designated by the Committee.

• On the recommendation of the Committee, the Company shall, each year, spend at least two per cent (2%) of the average net profits of the Company earned during the three preceding financial years calculated in accordance with the provisions of Section 198 of the Act.
• The Company may directly spend on CSR activities through its own Board approved initiatives or through organisations identified by the Committee and approved by the Board which are either registered as companies under Section 8 of the Act or trusts, societies or foundations operating within the purview of the CSR rules of the Government of India.
• The Company may register/incorporate a separate trust, society, foundation or company under Section 8 of the Act to facilitate CSR activities.
• Only CSR activities undertaken in India shall be taken into consideration.
• The Company may collaborate or pool resources with other companies to undertake CSR activities.
• Preference for CSR activities shall be given to the local area and areas around which the Company operates.

• The Board shall have the power to amend the CSR Policy at any time but any amendments shall be in keeping with the provisions in the Act.

• To formulate and approve the CSR Policy after considering the recommendations of the Committee.
• To ensure that the CSR Policy is followed and its objectives fulfilled.

• To recommend the computed amount that shall be spent towards CSR.
• To determine the CSR objectives of the Company from time to time and the bifurcation of the recommended amount between the various identified and approved CSR objectives of the Company.
• To identify as necessary, the NGOs and/or aid agencies through which the CSR objectives shall be carried out.
• To determine the mode of payment to the identified NGOs and/or aid agencies.
• To derive the method of verifying whether the amount allotted has been spent for the identified CSR objective.

As per Schedule VII of the Companies Act, 2013, one or more of the following specified generic categories of activities will be undertaken:

• 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, the 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 the quality of soil, air and water.
• Protecting national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promoting and developing 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, Paralympics 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 the welfare of Scheduled Castes, Scheduled Tribes, other backward classes, minorities and women.
• Contributing or funding technology incubators located within academic institutions which are approved by the Central Government.
• Supporting rural development projects.
• Contributing to the Swach Bharat Kosh set up by the Central Government for the promotion of sanitation.
• Contributing to the Clean Ganga Fund set up by the Central Government for the rejuvenation of the river Ganga.

• All the money spent towards CSR activities shall be accounted, audited and submitted to the Board for approval annually.