1.1. Inflow Technologies Private Limited Philosophy
At Inflow Technologies Private Limited, we are committed to the Inflow Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. We never lose sight of our responsibility to the environment and society. Our commitments towards Corporate Social Responsibility include but not limited to, promotion of education and healthcare, energy and climate change, and betterment of the society through respect for universal human rights and the environment, acting with integrity and accountability and operating responsibly and sustainably.
1.2. 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. 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, as amended from time to time.
2. Objective and Scope
The main objective of the CSR Policy is to lay down guidelines for Inflow Technologies Private Limited (hereinafter referred to as ‘the Company’) to make CSR as one of the key focus areas to adhere to Inflow Technologies Private Limited’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.
2.2. Scope & 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.
3. Corporate Social Responsibility (CSR) Committee
Pursuant to the provisions of Section 135 of the Act, CSR Rules and subject to Articles of Association (AOA) of the Company, the Board of Directors shall constitute/re-constitute a Board Committee as Corporate Social Responsibility (CSR) Committee as may be required from time to time.
3.2. Functions and Powers of Committee
To effectively implement the objectives of the Company with respect to CSR, the Committee is vested with the following functions and powers:
a. Formulate CSR Policy and recommend the same to the Board of Directors of the Company for approval
b. Recommend CSR activities as stated under Schedule VII of the Act
c. Approve to undertake CSR activities, if necessary, in collaboration with the company group companies/other Companies/firms/NGOs etc., and to separately report the same in line with the CSR Rules
d. Recommend the CSR Budget
e. 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
f. Create transparent monitoring mechanism for implementation of CSR initiatives in India
g. Submit the Reports to the Board in respect of the CSR activities undertaken by the Company
h. Monitor CSR Policy from time to time
i. Monitor activities/charter of Internal Working and Monitoring Group (WG) who are authorized to ensure that the CSR activities of the Company are implemented effectively
j. Authorize executives of the Company to attend the CSR Committee Meetings, if necessary
k. Carry out such other functions as approved by the Board
3.3. 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;
a. The CSR Committee shall hold a minimum number of two meetings in a year.
b. The members of the Committee may mutually agree between them regarding time and place for the said meetings.
c. Subject to AOA of the Company, 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
d. 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.
4. CSR Budget
Section 135 of the Companies Act, 2013 prescribes that the companies which meets the specified criteria shall allocate at least 2% of the average net profit made during the three immediate preceding financial years.
“average net profit” shall be calculated in accordance with the provisions of Section 198 of the Companies Act, 2013
4.1. CSR Expenditure
The CSR expenditure shall include all expenditure including contribution to corpus or on projects or programs relating to CSR activities approved by the Board of Directors 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 stated under Schedule VII of the Act.
The Company may either undertake CSR activities on its own or collaborate or pool resources to undertake CSR activities, through any implementing agencies i.e non-profit organization
4.2. Failure to spend the CSR Money
If the Company fails to spend the required amount in a particular financial year, such non spending, if any, shall be governed under the Act and CSR Rules.
Surplus, if any, arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company.
4.3. In case, the Company spends an amount in excess of requirement of its CSR obligations in a financial year, such excess amount may be set off against the requirement of CSR spending of succeeding years, as prescribed under the Act and CSR Rules.
4.4. The Company may spend its CSR obligation for creation or acquisition of a capital asset subject to fulfilment of conditions specified under CSR Rules.
5. CSR Initiatives
Pursuant to Schedule VII of the Act and the CSR Rules, the Company shall undertake CSR activities included in its Annual CSR Plan, as recommended by the CSR Committee at the beginning of each year. The Committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during the financial year under review.
5.1. Annual CSR Plan
The Annual CSR Plan is a yearly plan of CSR activities that would be placed before the Board of Directors of the Company based on recommendation of its CSR Committee which outlines inter alia the following aspects of CSR initiatives of the Company:
• Project Proposals
• Targeted Beneficiaries and their key needs
• Alignment with Schedule VII
• Project Goals and milestones
• Activities and Timelines including expected closure dates
• CSR Budget with projections
• Monitoring mechanism
• Progress reporting and frequency of reports
• Risks and mitigation strategies
• Any other information as may be required by the CSR Committee
It is expressly allowed under the CSR Rules that the Company may collaborate with any other Company or association formed in this regard subject to approval by CSR Committee, to implement CSR activities and the same shall form a part of the Annual CSR Plan.
6. Reporting and publication of CSR policy
As per the CSR Rules, the contents of the CSR Policy shall be included in the Directors’ Report and the same shall be displayed on the Company’s website, if any.
7. Monitoring Mechanism
An Internal Working and Monitoring Team comprising of below mentioned employees of the Company will be set up to ensure effective implementation and monitoring of the projects approved by the CSR Committee from time to time. The team will consist of:
a. Chief Financial Officer (CFO) or any other designated person in this cadre; Head HR & Admin or any other designated person in this cadre.
b. Finance Controller or any other designated person in this cadre.
7.1. Reporting by Internal Working and Monitoring Team
The Internal Working and Monitoring Team will report / give feedback to the CSR Committee for all CSR projects undertaken.
The Internal Working and Monitoring Team shall submit reports to the CSR Committee of the Company on the progress of the various projects approved by the Committee. CFO or the person responsible for financial management shall certify that the funds so disbursed have been utilised for the purposes and in the manner as approved by the Committee.
8. Policy review and future amendment
The Board of Directors may revise/ amend this CSR Policy based on the recommendations of the CSR committee or on its own to bring the same in line with the guidelines or amendments issued from time to time by Government on the subject.