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INTRODUCTION

The concept of Corporate Social Responsibility (CSR) has gained prominence from all avenues. Organizations have realized that government alone will not be able to get success in its endeavour to uplift the downtrodden of society. The concept of CSR has been looked upon as closely linked with the principle of sustainable economic development, which requires the organizations to make decisions not only based on financial factors but also on immediate and long term social & environmental consequences of their activities.

Ministry of Corporate Affairs has notified Section 135 of the Companies Act, 2013 and Schedule VII thereto along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter “CSR Rules), effective April 01, 2014.

This Corporate Social Responsibility Policy (hereinafter “CSR Policy) of THUNDER TRADERS LTD (TTL) has been prepared pursuant to Section 135 of the Companies Act, 2013 and the CSR Rules. This CSR policy should serve as the referral document for all CSR-related activities at TTL.

DEFINITIONS

a) “Act” means the Companies Act, 2013.

b) "Corporate Social Responsibility (CSR)" means and includes but is not limited to:-

  • Projects or programs relating to activities specified in Schedule VII to the Act; or
  • Projects or programs relating to activities undertaken by the Board of Directors of TTL subject to the condition that such policy will cover subjects enumerated in Schedule VII of the Act.

c) "CSR Policy" relates to the activities to be undertaken by TTL as specified in Schedule VII to the Act and the expenditure thereon, excluding activities undertaken in pursuance of normal course of business of TTL, if any;

d) "Net profit" means the net profit of TTL as per its annual financial statements prepared in accordance with the applicable provisions of the Act,

CSR VISION STATEMENT & OBJECTIVE

In alignment with the vision of the company, TTL, as its CSR initiatives, will continue to enhance value creation in the society and in the community in which it operates, through its services, conduct and initiatives, so as to promote sustained growth for the society and community in fulfilment of its role as a Socially Responsible Corporate with environmental concern.

Objective The main objectives of CSR Policy are:

  • To directly or indirectly take up programs that benefit the communities in and around TTL’s workplace and results, over a period of time, in enhancing the quality of life and economic well-being of the local populace.
  • To generate through its CSR initiatives, a community goodwill for TTL and help reinforce a positive & socially responsible image of TTL as a corporate entity and as a good Corporate Citizen.
  • Ensure commitment at all levels in the organization, to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interest of all its stakeholders

EXPENDITURE

In every financial year, TTL shall, with the recommendation and approval of its Board of Directors, make a budgetary allocation for CSR and Sustainability activities /projects for the year. The budgetary allocation will be at least two percent of the average net profits of TTL made during the three immediately preceding financial years. The Company shall give preference to the local area(s) around it where it operates, for spending the amount earmarked for CSR activities.

CSR expenditure shall include all expenditure including contribution to corpus, for projects or programs relating to CSR activities approved by the Board but does not include any expenditure on an item not in conformity or not in line with activities covered under the purview of Schedule VII to the Act. The surplus arising out of the CSR projects or programs, or activities shall not form part of the business profits of TTL.

CSR ACTIVITY AREAS/ SCOPE

The CSR activities shall be undertaken by TTL, as per its stated CSR Policy, as projects or programs or activities (either new or ongoing), excluding the activities undertaken in pursuance of its normal course of business.

TTL may join hands and the resources for undertaking CSR activities with any other Company or with any Civil Society Organizations or Government bodies or registered trusts or registered society or Section 8 companies, etc. or otherwise:

Provided that-

  • if such trust, society or company or other entities is not established by the company or its holding or subsidiary or associate company, it shall have an established track record of at least three years in undertaking similar programs or projects;
  • TTL has specified the project or programs to be undertaken through these entities, the modalities of utilization of funds on such projects and programs and the monitoring and reporting mechanism.

CSR projects or programs or activities undertaken in India only shall amount to expenditure towards CSR activities. The CSR projects or programs or activities that benefit only the employees of the company and their families shall not be considered as CSR activities in accordance with Section 135 of the Act.

TTL may build CSR capacities of its own personnel as well as those of their implementing agencies through Institutions with established track records of at least three financial years but such expenditure shall not exceed five percent of total CSR expenditure of the company in one financial year.

Contribution of any amount directly or indirectly to any political party under Section 182 of the Act, shall not be considered as CSR activity.

As per the Schedule VII read with Section 135 of the Companies Act, 2013, the following activities would be allowed as a part of CSR activities by TTL:

  • Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
  • Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
  • 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;
  • Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water;
  • 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 arts and handicrafts;
  • Measures for the benefit of armed forces veterans, war widows and their dependents;
  • Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
  • Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
  • Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
  • Rural development projects.
  • Respond promptly to any natural calamity such as flood, earthquakes, famines, or the outbreak of a disease and contribute to local and national rehabilitation process, as appropriate
    In this context, TTL will extending a helping hand to aid communities facing natural disasters through multifarious ways including initiating relief and rehabilitation activities, offering services and financial assistance. As support to such initiatives is not pre- planned, therefore they will be of an ad-hoc nature. The magnitude and the form of investment covered under this support will depend on the nature of the disaster.

The above list is illustrative and not exhaustive.

IMPLEMENTATION AND MONITORING

The Board of Directors shall formulate a plan for efficient implementation of identified projects. Such a plan shall inter alia contain milestones and deadlines;

5.2 As per requirement, the Company may engage specialized agencies/ NGOs/Trusts/ Government or Semi-Government organizations/ private agencies for any assignment, who have requisite expertise of carrying out the identified activities/ programmes. The Board may discontinue any CSR activity, if the implementation of the said CSR activity is found that the implementation of the same is practically not feasible, at its sole discretion;

5.3 Implementation plans for the CSR activities shall be drawn by Board of Directors.

MONITORING AND FEEDBACK

6.1. To ensure effective implementation of the CSR Programs undertaken, a monitoring mechanism will be put in place.

6.2 CSR Programs undertaken by the Company shall be reported in the Annual Report.

ROLE OF BOARD OF DIRECTORS PURSUANT OF CSR POLICY, QUORUM AND THE BOARD

7.1 In pursuance to Section 135 of the Act, TTL shall through its Board of Directors shall:

  • Formulate and recommend a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to Companies Act, 2013;
  • Recommend the amount of expenditure to be incurred on the activities referred to in clause (a) above; and
  • Monitor the Corporate Social Responsibility Policy of the Company from time to time.

7.2 Quorum

a) The quorum necessary for the transaction of business at the meeting shall be 1/3rd of its total strength or two directors, whichever is higher, with at least one Independent Director.

7.3 Role of the Board

The Board shall:

  • approve the Corporate Social Responsibility Policy for TTL and disclose contents of such Policy in its report and also place it on the Company's website, if any, in such manner as may be prescribed;
  • ensure that the activities as are included in Corporate Social Responsibility Policy of TTL are undertaken by the Company;
  • ensure that the Company spends, in every financial year, at least two percent of its average net profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy, provided that the Company shall give preference to the local area/s around it where it operates, for spending the amount earmarked for Corporate Social Responsibility activities.
  • If the Company fails to spend such amount, the Board shall, in its report made under clause (o) of Sub-Section (3) of Section 134 of the Companies Act, 2013, specify the reasons for not spending the amount.

REPORTING AND DISCLOSURE

8.1 Annual Reporting
The Board's Report of THUNDER TRADERS LTD for the financial year commencing from 1st day of April, 2019 shall include an annual report on CSR containing particulars as specified in the Annexure to the CSR Rules, 2014.

8.2 Company’s Website
The Board of Directors of TTL shall disclose contents of such Policy in its report and the same shall be displayed on the Company's website, if any, as per the particulars specified in the Annexure to the CSR Rules, 2014.

FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD’S REPORT

  1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web link to the CSR policy and projects or programs.
  2. The composition of CSR Committee, if any
  3. Average net profit of the Company for last three financial years.
  4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above)
  5. Details of CSR spent during the financial year;
    • Total amount to be spent for the financial year;
    • Amount unspent, if any;
    • Manner in which the amount spent during the financial year is detailed below.
  6. In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report.
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