VALUETREE INGREDIENTS PRIVATE LIMITED

(CIN: U74110MH2000PTC126561)

1. CONTEXT

Pursuant   to   Section   135   of   the Companies Act, 2013, and Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, every Company having:

• Net worth of Rs. 500 crore or more; or
• Turnover of Rs. 1,000 crore or more; or
• Net profit of Rs. 5 crore or more

is required to comply with the provisions related to Corporate Social Responsibility (CSR) and shall formulate CSR Policy.

The Board vide its resolution dated November 12, 2021 approved and adopted the CSR Policy with immediate effect. 

1.1. Objectives of the Policy

This Policy shall be read in line with Section 135 of the Companies Act 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, and such other rules, regulations, circulars, and notifications (collectively referred hereinafter as ‘Regulations’) as may be applicable and as amended from time to time and will, inter-alia, provide for the following:

   Establishing a guideline for compliance with the provisions of Regulations to dedicate      atleast two percentage of the Company’s ‘Average Net Profits’ made during the three immediately preceding financial years for social projects.

   Ensuring the implementation of CSR initiatives in letter and spirit through appropriate
     procedures and reporting.

   Creating opportunities for employees to participate in socially responsible initiatives.

1.2. Definitions

In this Policy unless the context otherwise requires:

(a)       ‘Act’ means Companies Act, 2013, as amended from time to time;

(b)       ‘Corporate Social Responsibility’ means Corporate Social Responsibility (CSR) as defined in Section 135 of the Companies Act 2013 and Companies Corporate Social Responsibility Policy) Rules 2014;

(c)       ‘Ministry’ means the Ministry of Corporate Affairs;

(d)       ‘Net Profit’ means net profit as defined in Section 135 of the Companies Act 2013 and   the Companies (Corporate   Social   Responsibility   Policy) Rules 2014.

(e) Words and expressions used in this CSR Policy and not defined herein but defined in the Act shall have the meaning respectively assigned to them in the Act.

1.3. CSR Activities 

The Policy recognizes that corporate social responsibility is not merely compliance; it is a commitment to support initiatives that measurably improve the lives of underprivileged by one or more of the following focus areas as notified under Section 135 of the Companies Act 2013, Schedule VII and Companies (Corporate Social Responsibility Policy) Rules 2014:

1. Eradicating hunger, poverty and malnutrition,promoting health care including preventinve 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. 
2. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.
3. 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.
4. 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.
5. 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.
6. Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows.
7. Training to promote rural sports, nationally recognised sports, paralympic sports and olympic sports.
8. Contribution to the prime minister’s national relief fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES 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.
9. (a) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and

(b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).

10. Rural development projects.
11. 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.

12. disaster management, including relief, rehabilitation and reconstruction activities.

CSR activities shall be undertaken as projects, programs of activities (either new or ongoing) excluding   activities   undertaken   in   pursuance   of   the   normal   course   of   business of the Company. 

1.4. The Geographic reach

The Act provides that the Company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility. The Company will thus give preference to conducting CSR activities in the states of Maharashtra and such other state(s) in India wherein the Company has/will have its operations. However, the Committee may identify such areas other than stated above, as it may deem fit, and recommend it to the Board for undertaking CSR activities.

1.5. Annual spends/Allocation of Funds 

1.5.1    The   Company   would   spend   not   less   than   2%   of   the   average   Net   Profits of the   Company made during the three immediately preceding financial years. The surplus arising out of the CSR activity will not be part of business profits of the Company. The Corpus would thus include the 2% of average net profits, as aforesaid, any income arising there from and surplus arising out of CSR activities.

1.5.2    The Company may undertake CSR Activities through a registered trust or society or company, established by the Company or its holding or subsidiary or associate company under section 8 of the Act. Provided that, if trust, society or company is not established by company or its holding or subsidiary or associate company, it shall have an established track record of three years in undertaking similar programs or projects. Further, the respective Trust, Society or Company shall have a valid registration under Section 12A and 80G of the Income Tax Act, 1961 and CSR Registration under the Act.

1.5.3    However if the Company ceases to be covered under sub-section (1) of Section 135
of the Act for  three  financial  years,  then  it  shall  not  be  required  to,  comply  with  the provisions  laid  down  under  sub-section  (2)  to  (5)  of  the  said  section,  till  such time it meets the criteria specified in sub-section (1) of the Act.

2. CSR COMMITTEE

2.1. Guiding Principles for Constitution of CSR Committee

The Board shall have power to constitute the CSR Committee, comprising of such Director(s), as may be deemed fit. 

2.3 Scope of Functions of Board / CSR Committee:

The functions / terms of reference of the Board / CSR Committee, if any, will, inter-alia, include the following:

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;
2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;
3. To monitor the CSR policy of the Company from time to time;
4. Any other matter as the Board / CSR Committee may deem appropriate. 

3. PROCEDURES

3.1 Funding

As per the Act, the Company shall spend, in every financial year, at least 2% of the average Net Profits of the Company made during the three immediately preceding financial years.  

If the Company fails to spend such amount, the Board shall, in its report, specify the reasons for not spending the amount and, unless the unspent amount relates to any ongoing project, transfer such unspent amount to a Fund as may be specified under the Regulations, within a period of six months of the expiry of the financial year. Also, the unpent amount pertaining to any ongoing project shall be transferred, within a period of thirty days from the closure of financial year, to a separate bank account, to be called Unspent Corporate Social Responsibility Account, in any scheduled commercial bank.

3.2 Planning and Implementation 

The Company would undertake CSR projects which are closely linked to the principles of sustainable development and shared value, with the involvement of local institutions and the community at large.

The CSR Committee, if any, would assist in implementation and monitoring of the CSR projects/initiatives. The implementation of various initiatives would be through various implementing agencies viz NGOs, Trusts, Societies, Section 8 / section 25 companies etc.

3.3  Trust / Registered Company

This Policy is applicable to all the CSR projects/programmes undertaken by the Company through Trusts which is having an established track record of three years in similar projects or programs and complying with the criteria as may be required under the Regulations.

3.4.    Review and Reporting 

The CSR Committee, if any, will review the philanthropic activities of the Company and will provide progress update to the Board of Directors such intervals as deemed
fit.

The Company will report the details of CSR initiatives and activities of the Company in the Directors’ Report and on the website of the Company, as required under the Regulations. 

Such reporting will be done, pertaining to financial year(s) commencing on or after the 1st day of April 2014. 

4. MONITORING 

1. Appropriate documentation   and   amendments   of   the   CSR   Policy,  annual   CSR
   activities,   reports   on   execution   by   CSR   Team   and   expenditures   will   be
   undertaken on a regular basis and same will be available to the Board of Directors of
   the Company.

2. Initiatives undertaken on the CSR front will be reported in the Annual Report of the Company.

3. The CSR Committee, if any and persons / entities authorised by it, will conduct due diligence checks on the current projects/partners on a quarterly basis and report anomalies, if any, immediately.

4. Based on analysis of current projects, carry out roadmap planning for allocation of budget and selection of projects. The same will be done atleast once in a financial year.

5. AMENDMENTS TO THE POLICY 

The Board of Directors on its own and/or as per the recommendations of CSR Committee, if any, can amend this Policy, as and when required as deemed fit. Any or all provisions of the CSR Policy would be subject to revision/amendment in accordance with the Regulations on the subject as may be issued from relevant statutory authorities, from time to time.