In Pursuance to Provisions of Section 135 of Companies
Corporate Social Responsibility is the continuing commitment by business to contribute to economic development for improving the quality of life of local community and society at large. CSR is clearly on capacity building, empowerment of communities, promotion of technologies, and development of backward regions and upliftment of under-privileged sections of the society. CSR covers the entire process by which an organization approaches, defines and develops its relationships with stakeholders for the common good, and demonstrates its commitment in this regard by adoption of appropriate strategies and projects.
The Corporate Social Responsibility Committee (the "Committee") is appointed by the Board of Directors (the "Board") on 29th April 2014 of Koso India Private limited ( herein after called as the "Company") to assist the Board in carrying out its responsibilities in respect of Corporate Social Responsibility. This policy will serve as a guiding document to help, identify, execute and monitor CSR projects. The CSR policy would function as a self-regulating body for Company CSR activities with adherence to applicable laws in this regard subject to approval of board from time to time.
VISION AND SCOPE
This policy will apply to all projects/programs undertaken as part of the Company's Corporate Social Responsibility activities and will be developed, reviewed and updated by Committee from time to time. This policy is also in line with the Sec.135 of Companies Act, 2013 and rules specified there under.
Overall governance of CSR and approving of the CSR Policy will be the responsibility of the CSR Committee of the Board. The CSR Committee of company will be responsible for administering and executing the policy. As the Company's CSR activities evolve further, the policy may be revised with the approval of the CSR Committee of the Board.
CSR COMMITEE COMPOSITION
The board of directors of the company has formed the CSR committee in their meeting held on 29TH April 2014 for the year 14-15. The same committee will continue for the year 15-16 and the CSR Committee of the Board currently has the following members: Mr. Yuichi Ikegaya Mr. Gaurav Gupta
ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS
Committee members will have full access to management of the Company to discuss any matter which the member may wish to discuss or obtain additional information on CSR projects and Programs etc. The Committee has the authority to retain, set the terms of and compensate independent legal, advisors, consultants or experts that it determines necessary to assist it in carrying out its duties.
DUTIES OF THE COMMITTEE MEMBERS
The Committee is responsible for overseeing the establishment and implementation of corporate social responsibility policies and practices and for monitoring the Company's performance against such policies and practices as well as applicable laws and regulations. The Committee's duties with respect to corporate social responsibility matters shall include: 1. Reviewing and making recommendations, as appropriate, in regard to the Company's corporate social responsibility policies; 2. Developing a CSR Strategy- Liaising with management on the Company's corporate social responsibility program,; 3. Scheduling regular reports from management on the Company's corporate social responsibility performance to assess the effectiveness of the corporate social responsibility program; 4. Reviewing the annual budget for the Company's corporate social responsibility activities to confirm that sufficient funding is provided for compliance and 5. Reviewing the Company's corporate social responsibility performance to assess the effectiveness of the Company's corporate social responsibility program and to determine whether the Company is taking all appropriate action in respect of those matters and has been duly diligent in carrying out its responsibilities and to make recommendations for improvement, where appropriate. 6. The Committee will report regularly to the Board following meetings of the Committee with respect to such matters as are relevant to the Committee's discharge of its responsibility. 7. The Committee will review and update, on an annual basis, a work plan for the ensuing year for the Committee to ensure that Committee fulfills its responsibilities on a timely basis.
RESPONSIBILITY OF THE COMMITTEE MEMBERS
The Board has developed the following specific expectations of Committee members to promote the discharge by the Committee members of their responsibilities and to promote the proper conduct of the Committee: 1. Prepare for Meetings - Committee members are expected to prepare for each meeting, Committee members are to circulate agenda for meeting at least 7 days in advance prior to meetings. 2. Attend Meetings - Committee members are expected to maintain a high attendance record at meetings of the Committee. Attendance by audio - visual conference may be used to facilitate a Committee member's attendance.
The Committee must meet at least 2 times in a Year at appropriate intervals. Additional meetings may be called upon serving of proper notice at any time to address specific needs of the Company. A Committee meeting may be called by the Committee Chairman, or any Committee member. The meeting must be held within business hours on a day which is not a public holiday. Where any meeting of the Committee adjourns due to any reason the same shall stand adjourned till the next week at the same time and place on a day which is not a public holiday. The extracts of the meeting must be recorded in the Minutes and shall be signed and confirm by next meeting by the Chairman of the meeting or where such chairman cease to be chairman or committee member then by Chairman of the next meeting.
AGENDA AND NOTICE
Notice of the time and place of each meeting of the Committee must be served to each Committee member either by personal delivery, electronic mail, facsimile or other electronic means by not less than 7 clear days before the date of the meeting. However, whenever necessary Committee meetings may be held at any time at a shorter notice if all of the Committee members consent to hold meeting at a shorter notice or in case of urgency without serving upon notice where a Committee member participating in a Committee meeting is deemed to have waived notice of the meeting. The practice of the Committee is to provide notice of meetings to all directors in order that they may attend the meeting. The Chairman of the Committee shall establish the agenda for each Committee meeting. The agenda of the business to be transacted at meeting shall be distributed to Committee members along with Notice. Each Committee member is free to request the inclusion of other agenda items.
QUORUM AND ATTENDANCE
A quorum for any Committee meeting shall be one-third of its total strength or two members, whichever is higher. A Committee member who is unable to attend a Committee meeting in person may participate by telephone or teleconference or by video Conference but for the purpose of quorum only attendance through video conference will be counted.
CSR expenditure shall include all expenditure including contribution to corpus, or on projects or programs relating to CSR activities approved by the Board 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 which fall within the purview of Schedule VII of the Act. The Board of the Company shall ensure that the company spends on CSR Activities as specified by Committee, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. Any Surplus arising out of CSR activities and any income arising therefrom shall also be used for CSR activity in line with the guidelines laid by the committee. The overall amount to be committed to CSR will be approved by the Board as part of the Company's overall Annual Budget/Plan. Within the budgeted amount, specific CSR initiatives/projects will be approved in line with the process approved by the CSR Committee of the Board. All projects undertaken by the Company will be approved / ratified by the Company's CSR Committee.
The CSR Committee would assist in implementation and monitoring of the CSR projects/initiatives. The implementation will also be screened based on the company internal screening criteria to ascertain the entity's credibility and its ability to execute the proposed projects. Company may also collaborate with other companies for undertaking projects or programs or CSR activities in such a manner that the CSR Committees of respective companies are in a position to report separately on such projects or programs
The CSR Committee will ensure a transparent monitoring mechanism for ensuring effective implementation of the projects / programs/ activities proposed to be undertaken. The Company's CSR activities will be reviewed by the CSR Committee. A system will be put in place to maintain a transparent monitoring and reporting mechanism across all the stakeholders involved in the CSR activities of the company, as desired by the CSR Rules (Section 135, Companies Act, 2013).
Significant CSR activities and achievements will be reported as part of the Director's Report in the Company's Annual Report and also as per any other statutory and regulatory reporting requirements.
PUBLICATION ON WEBSITE
The Board of Directors of the company shall, after taking into account the recommendations of CSR Committee, approve the CSR Policy for the company and disclose contents of such policy in its report and the same shall be displayed on the company's website www.koso.co.in
RESTRICTIONS OVER CSR PROGRAMS / PROJECTS
a) The company will ensure that its CSR projects are non-discriminatory in nature and do not have any restrictive political or religious affiliations. b) Contribution of any amount directly or indirectly to any political party shall not be considered as CSR activity c) The programs/ projects will be within the areas recommended / listed by the CSR Committee and mentioned in the Policy. d) The programs/ projects will be beyond business as usual. e) The programs/projects will be implemented within the country and preferably in areas where the company has its presence. f) Programs/Projects should not be exclusively for the benefit of employees of the company or their family members or those that are conducted /undertaken exclusively in pursuance of the normal course of business. g) Mere funding or financing the program for implementation of CSR activities shall not be considered as CSR activities h) Any surplus, generated out of the CSR activities of the Company, will be ploughed back to the CSR Initiatives of the Company and shall not form part of business profit of company.
Company emphasizes on strengthening the relationship with the community by way of its association with various NGOs, charitable institutions, culture and skill development institutions etc. Areas which have been identified by the committee for Corporate Social Responsibility are: a) Contribution for scientific research b) Promotion of education c) Medical care for the poor Programs to be undertaken will be reviewed from time to time by the CSR Committee of the Board and specific initiatives under these will be undertaken in line with the CSR Policy in the fields as stipulated under Schedule VII of the Act as (ii) promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects; (ix) contributions or funds provided to technology incubators located within academic institutions which are approved by the central govt.'