1.3. Board shall mean Board of Directors of the Company (Wacom India Private Limited)
1.4. CSR shall mean the Corporate Social Responsibility as defined in the Section 135 of the Act, 2013 and rules made there under
1.5. Committee shall mean the CSR Committee formed by the Board of Directors of the Company
1.6. 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 to give benefit to the people as may be deemed fit by the BOD or CSR committee.
1.7. Beneficiaries shall mean the person (s) or sector of people fructifying the benefits from the activities defined in clause 1.6, and shall include ecology, environment;
1.8. Directors’ report shall mean the report under the section 134 of the Act 2013, by the Company;
The Board has constituted a committee especially for CSR known as CSR committee. As per section 135 and rules made thereunder a company shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.
4[Provided that where a company is not required to appoint an independent director under sub-section (4) of section 149, it shall have in its Corporate Social Responsibility Committee two or more directors. The list of the committee members is annexed as “Annexure A” to this policy and the Board has absolute power to alter the composition of this committee.
The members of the committee should be of age not less than 21 years.
3.1. The committee members will meet as per requirement.
3.2 Notice of any meeting of the CSR Committee has to be given at least 3 days priorto any such meeting to be held, unless all Members unanimously agreed to held meeting at shorter notice.
4.1 Minimum of two Members shall form the Quorum.
5.1 All decisions shall be taken by simple majority. In case of equality of votes on anymatter, Chairman shall have a casting vote.
5.2 The CSR Committee can also pass the resolution by circulation, if the draft resolution along with necessary papers, has been circulated to all the members of the CSR Committee (not being less than the quorum fixed for a meeting of the CSR Committee) and has been approved by such of the members by majority as are entitled to vote on theresolution.
6.1 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.
6.2 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.
6.3 Minutes of the committee meeting shall be recorded in loose sheets bound.
7. MAINTENANCE OF RECORDS
7.1 Any Board of Director of the Company or any other person authorized may be nominated as a responsible person for maintaining the records of all the Meetings and duly signed minutes of the Meeting of the CSR Committee at aplace designated by the Committee.
8. CSR FUNDS
8.1 a) When the provisions of CSR are applicable on the company under section 135 of companies act 2013 and rules made there under, the company should spend at least 2 percent of the average Net Profits of the company made during the three preceding financial years.
b) However, at the recommendation of the CSR committee, the Board may decide to spend more amount.
9. NOT FOR EMPLOYEES ONLY:
9.1 The CSR activities should not be exclusively for the benefit of employees of the Company or their family members.
10. AMENDMENTS TO THE CSR POLICY:
10.1 Wacom India Private Limited Board of Directors shall have power to amend the CSR Policy at any point of time after taking recommendation of CSR Committee
11. ROLE OF BOARD OF DIRECTORS
a) Approval of CSR Policy after considering recommendations of CSR Committee.
b) Ensuring CSR Policy activities are undertaken.
12. ROLE AND RESPONSIBILITY OF THE COMMITTEE.
The Committee shall
12.1 Recommend the computed amount that shall be spend on CSR.
12.2 The bifurcation on the recommended amount for the activities to be undertaken.
12.3 Determine the beneficiaries of the activities.
12.4 Mode of serving the beneficiaries i.e directly or indirectly through an NGO.
12.5 Identify the NGO and global NGO through which the beneficiaries shall be served if any.
12.6 Determine the mode of payment to the identified NGOs and global NGOs.
12.7 Derive the method of verifying whether the amount allotted is spend for thebeneficiaries.
12.8 Derives and implement a snap check procedures.
12.10 Report to the Board and aids in disclosing in the Directors’ report of the Board under section 134 of the Act, 2013 as well as uploading in the official web site ofthe Company if any.
13. ACTIVITIES MAY BE INCLUDED IN CSR POLICY: As per Schedule VII of the Companies Act, 2013, there are 10 specified genericcategories of activities:
13.1 eradicating hunger, poverty and malnutrition, promoting preventive health careand sanitation and making available safe drinking water:
13.2 promoting education, including special education and employment enhancingvocation skills especially among children, women, elderly, and the differentlyabled and livelihood enhancement projects;
13.3 promoting gender equality, empowering women, setting up homes and hostels forwomen and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced bysocially and economically backward groups;
13.4 ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources andmaintaining quality of soil, air and water;
13.5 protection of national heritage, art and culture including restoration of buildingsand sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts:
13.6. measures for the benefit of armed forces veterans, war widows and theirdependents;
13.7 training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;
13.8 contribution to the Prime Minister's National Relief Fund or any other fund set upby the Central Government for socio-economic development and relief andwelfare of the Scheduled Caste, the Scheduled Tribes, other backward classes,minorities and women;
13.9 contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government
13.10 Rural development projects
13.11. Contribution to the Swach Bharat Kosh set-up by the Central Government for thepromotion of sanitation” shall be included.
13.12. Contribution to the Clean Ganga Fund setup by the Central Government for rejuvenation of river Ganga.
14.1 Accounting on the money spent on CSR.
15.1 The company may spend on CSR activities by way of an organization which is registered as Trust or Section 8 Company or Society or Foundation, directly orany other form of entity operating within India.
15.2 The company may incorporate / registered a separate trust, society, foundation, section 8 of the Companies Act, 2013 to facilitate CSR Activities.
15.3 CSR activities in India only shall be taken into consideration.
15.4 Expenditure thereof are eligible for computing CSR spending.
15.5 The CSR policy of the Company as amended from time to time, shall be posted on the website of the Company.
15.6. Surplus arising out of the CSR Activity will not be part of business of the Company.
15.7 The Company may collaborate or pool resources with other companies to undertakeactivities.
16. IMPLEMENTATION PROCESS
16.1 All projects are identified in a participatory manner, in consultation with the community, literally sitting with them and gauging their basic needs. We recourse to the participatory rural appraisal mapping process. Subsequently, basedon a consensus and in discussion with the village Panchayats, and other influential,projects are prioritized.
17. COMPUTATION OF NET PROFIT FOR CSR.
17.1 For the purposes of this section, “Average Net Profit” shall be calculated inaccordance with the provisions of section 198 of Companies Act, 2013.
For and on behalf of Wacom India Pvt. Ltd.
Name of Members of the committee