Windlas Biotech Limited (WBL) is committed to operate and grow its business in a socially responsible way with a vision to be an environmental friendly corporate citizen. WBL has taken up various Corporate Social responsibilities (CSR) initiatives earlier and will continue to do so in future. As a responsible Corporate Citizen, WBL tries to contribute for possible social, educational and environmental causes on a regular basis. We firmly believe that to succeed an organization must maintain highest standards of corporate behavior towards its investors, stakeholders, employees and societies in which it operates.
Constitution of a Corporate Social Responsibility Committee of the Board has become mandatory, under the Companies Act, 2013 by virtue of the provisions of section 135 of Companies Act, 2013 coming into force w.e.f. 01.04.2014. Accordingly, a Corporate Social Responsibility (CSR) committee was constituted by the Board of Directors of the Company at their meeting held on 10th July, 2014.
The Composition of the Committee comprises of three Directors viz. Mr. Ashok Kumar Windlass, managing director along with Mr. Hitesh Windlass and Mr. Manoj Kumar Windlass, Directors, Company is also committed to add Independent Directors in Committee very soon.
The committee shall be headed by Mr. Ashok Kumar Windlass, managing director as the chairman of the committee and the secretary of the company shall be the secretary of the committee to assist in its functioning.
This Policy has been formulated in Compliance with Section 135 of the Companies Act, 2013 read along with the applicable Rules thereto with below objective:
· To provide a framework for effective implementation of the CSR programs by the company and to ensure that the objectives of each CSR program is attained to the fullest potential.
· To define the roles and responsibilities for the committee, company and its other stakeholders
· To provide for control mechanism on the overall CSR program, its expenditure and its benefits.
2. CSR Vision
WBL Channelizes its CSR activities in light of its guiding principle as enumerated by its founder- Sh. Ashok Kumar Windlass “ we must give back to the society which has given us everything” We at WBL believe that CSR is primarily the responsibility of the Company in relation to the impacts of its decisions and activities on the society and these activities should build an important bridge between business operations and social commitment evolving in to integral part of business function, goals and strategy. Thus vision statement of the company on CSR is adopted as below
“To work for the betterment of society using CSR funds in true spirit helping people in need for health, education, environment and other measures having measurable social impacts.”
The Policy shall apply to all CSR projects/Programs/ activities undertaken in the following manner as per Schedule-VII of the Act:-
a. CSR activities implemented by the Company through own trust “Windlas Foundation”
b. CSR activities by the Company through an external trust/society.
In this policy, unless the context otherwise requires:-
A. “Act” shall mean the Companies Act, 2013 including any modifications, amendments or reenactment thereof.
B. “Board” Shall mean the Board of Directors of the Company.
C. “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Companies Act.
D. “Company” shall mean Windlas Biotech Limited and wherever the context require shall signify the Company acting through its Board.
E. “CSR Annual Plan” shall mean the annual plan detailing activities and connected expenditure for the year.
F. “CSR Officer” shall mean a person engaged by the Company to assist the CSR Committee to implement the CSR activities envisaged under the Policy.
G. “CSR Policy” shall mean all the Corporate Social Responsibility policy of the Company which covers the yearly activities undertaken by the Company under the policy and the CSR expenditure thereon.
H. “CSR Activities” shall mean all the Corporate Social Responsibility activities Programs/ Initiatives of the Company, either ongoing or new, including but not limited to green belt/ environmental protection/ ecological balance/ slum rehabilitation/ education/ sports etc. and those specified in schedule-VII to the Act (as amended from time to time) at offices of the Company, its subsidiaries and associates wherever located, as recommended by CSR committee and approved by the Board.
I. “CSR Expenditure” shall mean all CSR expenses as approved by the Board upon recommendation of the CSR Committee, including the following:
· Contribution to CSR projects which shall be implemented and/or executed by the Company;
· Contribution to CSR projects ( which shall be implemented and/or executed by it’s Trust ‘WINDLAS FOUNDATION’;
· Contribution to CSR projects which shall be implemented or executed by an agency;
· Any other contributions covered under Schedule VII.
J. “Financial Year” shall mean the period beginning from 1st April of every year to 31st March of the succeeding year.
K. “Net Profit” shall mean the net profits of the Company as per its financial statements prepared in accordance with the provisions of the Act (Section-198). Further, Provided that net Profit in respect of a Financial Year for which the relevant financial statements were prepared in accordance with the provisions of the Companies Act, 1956 shall not be required to be re-calculated in accordance with the provisions of the Act.
L. “Rules” shall mean the Companies (Corporate Social Responsibility) Rules, 2014 including any modification, amendment or re-enactment thereof.
M. Society- means a society registered under the societies registration act, 1860
N. “Trust” means a Trust created and registered under the Indian Trust Act, 1882.
Words and expression used and not defined in the Policy shall have the same meaning respectively assigned to them in the Act and/or Rules.
5. THRUST AREAS
While the Company is eligible to undertake any suitable activities as specified in schedule- VII of the Act, however, it proposes to undertake the relevant activities on priority basis with the following objectives:-
(a) To establish, develop, maintain and grant aid in cash or in kind for the relief and help to the poor, needy and destitute people, orphans, widows and aged persons.
(b) To support and grant aid or other financial assistance to poor, needy in schools, colleges and institutions of the like nature in India, for help of the poor students and also for the development and advancement of education and diffusion of knowledge amongst the public in general.
(c) To establish, maintain and run schools, hospitals, dispensaries, Libraries, training programs, skill improvement programs, and medical camps for poor and needy in villages, cities, towns in India.
(d) To establish, maintain and grant aid for eco friendly environment, safety, growing of trees, waste control and pollution control and to promote use of solar energy and environment friendly programs, help financially to improve sanitation and potabledrinkig water availability in villages, colonies of poor people. .
(e) To advance and promote education in any field and stream including spiritual, moral, social justice and character building and to work towards self reliance of individuals in the society.
(f) To establish, maintain and run scholarships and render other kind of aid to students including supply of books, stipends and other incentives to study, without any distinction of caste or colour, race, creed or sex.
(g) To support and grant aid to the physically handicapped and disabled or mentally retarded persons and to provide them education, food, clothing, medical or other help.
(h) To grant relief and assistance to the needy victims during war, natural calamities such as famine, earth quake, flood, fire, pestilence, etc. and to give donations and other assistance to institutions, establishments or persons engaged in such relief work.
(i) To Support and help in Government’s social projects for social upliftment, environmental protection and promotion of Indian culture by way of effort or money in lawful and transparent manner.
(j) To assist financially and in kind to individuals or through Non Governmental Organizations, to promote knowledge based education in arts, sciences, including medical or pharmaceuticals research and development.
(k) To carry on any charitable activity for protection and medical treatment of live stocks, Gaushala and Jeevdaya and to maintain and grant aid for free vetnary hospitals, dispensaries etc.
(l) To work for furtherance of its objectives towards society at large without any discrimination of class/ creed/ religion and to support and grant aid to all those activities as from time to time decided by the CSR Committee.
6. ROLE OF THE CSR COMMITTEE
a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy in compliance with section 135 of the Companies Act, 2013.
b) Identify the activities to be undertaken as per Schedule-VII of the Companies Act, 2013 in confirmation with clause-5.
c) Institute a transparent monitoring mechanism for implementation of the CSR Projects or programs or activities undertaken by the Company or its authorized trust or agency as the case may be.
d) Recommend the amount of CSR expenditure to be incurred on the earmarked CSR activities.
e) Monitor the implementation of CSR policy from time to time.
f) It may appoint and engage external consultants/advisors/auditors which in their opnion may be required for the effective implementation of the CSR projects
g) Such other functions as the Board may deem fit and delegate from time to time.
7. Meetings of the meeting:
The CSR committee shall be held as and when necessary however minimum 4 quarterly meetings in a year shall be held with proper notices being sent to all members. The secretary of the company shall assist the chairman of the CSR committee is holding the meeting and minutes of all such meetings shall be made and kept in record.
8. TREATMENT OF SURPLUS: Any surplus generated from CSR projects or programs or activitiesundertaken by the company through agencies hired shall not form part of the business profit of the Company and shall be channelized into its CSR corpus and be further used in development of our CSR projects. All agencies involved in the project implementation shall be mandated to return the surplus or unspent amount.
9. CSR REPORTING:
a. The CSR Committee shall institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.
b. All NGOs/agency shall report to the CSR committee on periodic basis as may be decided by the CSR committee, on the progress of the CSR activities and milestones achieved.
c. An Annual Report on CSR activities as per the format given in annexure to Companies (Corporate Social Responsibility policy) Rules, 2014 shall be prepared and included in the Board’s Report of the Company.
d. The Board may seek a progress report from the CSR Committee on need basis highlighting the achievements or shortfalls and the reasons of variance.