CSR Policy

1. Royal’s Philosophy And Vision

The Company is a responsible corporate, which strives for the overall betterment of the society at large. To this end, the Company seeks to undertake Corporate Social Responsibility activities, which extend beyond the ambit of the business and ensuring environmental sustainability, ecological balance, protection of flora and fauna, promoting education, eradicating hunger, poverty and malnutrition and promoting health care.

2. Applicability

TheThis Policy applies to Royal Composites Private Limited.
The Policy shall become effective from December 22, 2021.

3. Definitions

a. “Applicable laws” mean the Companies Act, 2013 along with the rules framed thereunder.

b. “Board” means Board of Directors of the Company as constituted from time to time.

c. “Company” means Royal Composites Private Limited.

d. Companies Act” mean the provisions of the Companies Act, 2013.

e. Directors mean members of the Board of Directors of the Company as appointed from time to time.

f. “Administrative Overheads” means the expenses incurred by the Company for ‘general management and administration’ of Corporate Social Responsibility functions in the Company but shall not include the expenses directly incurred for designing, implementation, monitoring and evaluation of a particular Corporate Social Responsibility project or programme;

g. “Corporate Social Responsibility (CSR)” means the activities undertaken by a Company in pursuance of its statutory obligation laid down in section 135 of the Act in accordance with the provisions contained in The Companies (Corporate Social Responsibility) Rules 2014 amended from time to time.

h. “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in Section 135 of the Companies Act, 2013 (“Act”).

i. “CSR Policy” means a statement containing the approach and direction given by the board of a company, taking into account the recommendations of its CSR Committee, and includes guiding principles for selection, implementation and monitoring of activities as well as formulation of the annual action plan.

j. “Net Profit” means the net profit of the Company as per its financial statements prepared in accordance with the applicable provisions of the Companies Act, but shall not include (i) any profit arising from any overseas branch branches of the Company (whether operated as a separate Company or otherwise); and (ii) any dividend received from other Companies in India, which are covered under and complying with the provisions of Section 135 of the Act

Words and expressions used and not defined in this Policy but defined in the Act shall have the same meanings respectively assigned to them in the Act.

4. Objectives And Scope Of The Csr Policy

The CSR Policy lays down guidelines for the Company to undertake CSR activities, which are directed towards positively contributing to society through various sustainable and social welfare initiatives. The CSR Policy of the Company shall be governed by the various provisions of the Companies Act, Companies (Corporate Social Responsibility) Rules, 2014 (“CSR Rules”) and any other rules made thereunder, or that may apply from time to time.

• a. Eradicating hunger, poverty and malnutrition, promoting health care including preventive 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
• b. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects
• c. Promoting gender equality, empowering women, operate or manage day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups
• d. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources
• e. Training to promote rural sports, nationally recognized sports, paralympic sports and olympic sports
• f. Contribution to the Prime Minister's National Relief Fund (PMNRF) or Prime Minister's Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) any other fund set up by the Central Government for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women
• g. Any other activity as specified under the Act, as amended from time to time

Following activities shall not be considered under the CSR activities

• a) Activities that benefits the employees of the Company and their families
• b) Contribution of any amount to any political party
• c) Activities undertaken outside India

5. Implementation Of The Csr Activities

Pursuant to Section 135 of the Companies Act, the Board has constituted a CSR Committee (“CSR Committee”), vide its resolution dated 7th September, 2021, which was reconstituted vide a Board resolution dated 5th September, 2022.

The CSR Committee and the Board are responsible for ensuring that the Company undertakes CSR activities in accordance with applicable law.

The following framework will be adopted by the Company as and when it becomes legally obligated to undertake CSR activities as per the provisions of the Act.

Responsibilities of the CSR Committee

The CSR Committee shall hold two meeting in every financial year, and if it deems necessary, may hold additional meetings (“CSR Meetings”) for the following matters

• a. Monitor the implementation of the CSR activities undertaken by the Company
• b. Prepare a status update in respect of each CSR activity
• c. Deliberate upon and identify new CSR activities that the Company may undertake in that financial year
• d. Include the details of CSR activities undertaken by the Company during the financial year in the Company’s annual report, as required under Section 134 of the Act
• e. Discuss any matter in relation to the CSR activities of the Company, that the CSR Committee may choose to discuss

Monitoring and Reporting of CSR activities

• i) The CSR Committee shall monitor all CSR Activities, including utilization of funds to ensure their effective implementation in accordance with the CSR Rules read with Section 135 of the Act
• ii) The progress of CSR programmes under implementation will be reported to the CSR Committee at half yearly intervals

New CSR Activities

The CSR Committee is tasked with identifying new social welfare initiatives that the Company can undertake as CSR activities under the CSR Policy. To this end, the CSR Committee shall explore the feasibility of various initiatives and evaluate these initiatives in view of the objectives and scope of the CSR Policy and update the same in the Policy, if required.

Upon identifying a suitable social welfare initiative, the CSR Committee shall formulate a detailed plan, which specifies, inter alia, the end-goal of the initiative; expected expenditure; the time expected to be spent by the employees of the Company, if any; the modus operandi; timelines for various phases of the initiative; tie-ups or arrangements with third party entities, if any; and any other material factor that the CSR Committee may deem fit to be included (“CSR Plan”).

The CSR Committee shall place the CSR Plan before the Board for approval. The Board reserves the right to make suitable modifications to the CSR Plan. The Company shall execute the CSR Plan in line with the modifications suggested by the Board.

External Assistance

The CSR Committee reserves the right to obtain professional advice from external sources (such as expert agencies, NGOs, governmental authorities, etc.) for the purpose of carrying out the CSR activities (“Third Parties”). Where the Company engages Third Parties, the CSR Committee shall constitute a robust monitoring and implementation mechanism, to ensure that the funds and other resources of the Company are being used in an equitable and commercially judicious manner.

In the event the Third Party so engaged requires access to the Company’s internal records, the same shall be shared on a need-to-know basis and only after the CSR Committee has passed a unanimous resolution, authorizing the same and recording its reasons in writing.

6. Csr Expenditure

The Board shall ensure that the Company spends, in every financial year, a minimum of 2% of the average net profits of the Company made during the three immediately preceding financial years, on the CSR activities of the Company, or any other amount as may be specified from time to time.

All expenditure towards the CSR activities shall be diligently documented and maintained for at least five years. Any surplus generated out of the CSR activities of the Company shall not form part of the business profits of the Company.

7. Transfer Of Unspent Csr Amount

The unspent CSR amount, if any, shall be transferred by the Company to any fund included in schedule VII of the Act, (until a fund is specified in Schedule VII of the Act).

8. Amendment

The CSR Committee shall review and recommend revisions to the CSR Policy, at least once a year and additionally whenever it deems fit, and place before the Board the CSR Policy containing such draft revisions for the Board’s approval. Any change in the Policy shall be approved by the Board. The Board shall have the right to withdraw and/or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding. Any subsequent amendment/modification in the Act or the rules framed thereunder or any other laws in this regard shall automatically apply to this Policy.

9. Compliance

The CSR Committee shall be responsible for supervision of the Policy. Any queries regarding this Policy shall be referred to the CSR Committee, who is in charge of administering, enforcing and updating this Policy.

10. Disclosure / Reporting

The composition of CSR Committee and CSR Policy & Projects approved by the Board will be displayed on the company’s website. An annual report on the Corporate Social Responsibility shall be included in the Board’s report.

11. Interpretation

In any circumstance where the terms of this Policy are inconsistent with any existing or newly enacted law, rule, regulation or standard governing the Company, the said law, rule, regulation or standard will take precedence over this Policy.

12. Version History