This policy outlines Peerless Biotech corporate social responsibility objectives and agenda. Social and environment related responsibility has always been at the forefront of the Company’s operating philosophy and this reflects in the relationship the Company shares with the communities it engages with. We believe that in order to succeed, the Company must maintain the highest standard of corporate behaviour towards its employees, consumers and the society of which it is a part of. It is our endeavour that through this Corporate Social Responsibility Policy (“CSR Policy”), the Company will bring about a difference and add value to the life of its stakeholders and the communities in which it operates.
Corporate Social Responsibility Principles
The Company is guided by the following primary Corporate Social Responsibility (“CSR”) principles:
1. To conduct its business with integrity and respect towards the Company’s stakeholders and in line with the code of conduct adopted by the Company. The Company seeks to develop effective strategies for engaging all its stakeholders;
2. Growth and sustainability must go hand in hand. The Company’s business model promotes sustainable growth and focuses on enhancement of long-term value creation for all stakeholders without compromising on its social obligations; to collaborate and engage with different stakeholders including the Government, Non-Government Organisations, suppliers, business partners, registered societies and other companies having a common CSR objective in the Company’s area of operations in order to widen the Company's reach and leverage upon the collective expertise, wisdom and experience of such partnerships;
3. To consult with the local communities to identify effective and culturally appropriate goals;
4. To check pollution; recycle, manage and reduce waste; manage natural resources in a sustainable manner; and
5. To ensure efficient use of energy and environment friendly technologies.
Constitution of the Corporate Social Responsibility Committee
Pursuant to Section 135 of the Companies Act, 2013 (“Act”) read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors of the Company has constituted a CSR Committee. The CSR Committee shall comprise of 3 (Three) directors as may be decided by the Board from time to time.
The CSR Committee shall, inter alia, carry out the following functions:
(i) To formulate and recommend to the Board of Director of the Company, a CSR Policy or any amendment thereto, and shall indicate the activities to be undertaken by the Company as specified in Schedule VII (as amended from time to time) of the Act (“Schedule VII”);
(ii) To recommend the amount of expenditure to be incurred by the Company on the activities referred to above; and
(iii) To monitor the CSR Policy of the Company from time to time.
Chairman, Secretary and Minutes
The CSR Committee shall appoint a Chairman from amongst its members to chair its meetings. In the absence of the Chairman of the CSR Committee, the remaining members present shall elect 1 (one) of themselves to chair the meeting. The CSR Committee shall appoint the Company Secretary to the Company or another person to act as the Secretary to the CSR Committee.
True and correct minutes of all meetings of the CSR Committee shall be prepared by the Secretary of the CSR Committee. Minutes of CSR Committee meetings shall be approved by the Chairman of the CSR Committee. Once agreed by the CSR Committee, minutes shall be circulated to all members of the Board of Directors of the Company, except any such members in respect of whom a conflict of interest exists for regulatory or legal reasons in respect of any matter contained in those minutes; in which case a copy of the minutes omitting the relevant text shall be made available to the relevant director.
Meetings
The CSR Committee shall meet at least once a year. Meetings of the CSR Committee shall be convened by the Secretary of the CSR Committee in consultation with the CSR Committee’s Chairman.
Meeting agendas, papers and notice of the meeting of the CSR Committee shall be sent to each member of the CSR Committee and any other attendee no less than 7 days prior to the meeting. A meeting of the CSR Committee may be called at shorter notice with the consent of all the members of the CSR Committee.
The quorum for any meeting of the Committee shall be majority members of the CSR Committee and necessarily including 1 (one) member nominated by each of the nominating shareholders. The CSR Committee is not habilitated to take decisions but only to form opinions and views.
The views the Committee shall be recommendatory in nature only and accordingly the views of all the Members of the Committee present shall be presented to the Board. The Board's decision in relation to any matter so arising shall be final.
CSR Policy Governance and Monitoring
The Company’s CSR Policy is governed by the Board of Directors of the Company and shall be monitored by the CSR Committee.
This CSR Policy has been issued pursuant Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VIL, as amended from time to time (“CSR Regulations”) and has been recommended by the CSR Committee and adopted by the Board of Directors of the Company.
The activities undertaken by the Company pursuant to the CSR Policy are not expected to lead to any additional surplus beyond what would accrue to the Company in the course of normal operations.
The CSR Committee shall follow a transparent monitoring mechanism for ensuring implementation of the CSR activities, projects and programs of the Company. Such mechanism includes, inter alia, the following measures:
(i) The CSR Committee shall monitor annual CSR activities and expenditure on regular basis, review reports on execution by implementing agencies, if any, and make the same available to the Board of Directors of the Company;
(ii) CSR activities, projects and programs undertaken by the Company will be reported in the Board's Report/ website of the Company in the manner prescribed under the CSR Regulations;
(iii) The CSR Committee and persons /entities authorised by it in this behalf, will conduct due diligence checks on the CSR activities, projects and programs being undertaken by the Company and report anomalies, if any, immediately;
(iv) Based on analysis of CSR activities, projects and programs currently being or proposed to be undertaken by the Company, the CSR Committee will plan for allocation of budget and selection of activities, projects and programs. The same will be done at least once in every financial year.
Annual CSR Plan
Every year, the CSR Committee will place for the approval of the Board of Directors of the Company, an annual CSR Action Plan (hereinafter referred to as 'CSR Plan’) delineating the CSR activities, projects and programs to be carried out during the financial year, including the budgets thereof, their manner of execution, implementation schedules, modalities of utilisation of funds, and monitoring & reporting mechanism for the CSR activities, projects and programs. The Board of Directors will consider and approve the CSR Plan with such modification that may be deemed necessary. The CSR Plan may also be modified by the Board of Directors during the financial year, on the recommendation of the CSR Committee;
CSR Activities, Projects and Programs
The following shall be considered while determining the CSR activities, projects and programs to be undertaken by the Company
(i) All CSR activities, projects and programs shall be undertaken in India. The CSR Committee will identify and give preference to CSR activities, projects and programs that benefit people residing in or near the Company’s primary area of operations. The CSR Committee will ensure that the activities, projects and programs undertaken by the Company are in compliance with the requirements set out in this CSR Policy and the CSR Regulations;
(ii) CSR activities, projects and programs which benefit the employees of the Company shall not be considered as CSR activities in accordance with the CSR Regulations;
(iii)Contribution of any amount directly or indirectly to any political party under Section 182 of the Act shall not be considered as CSR activity; and
(iv) CSR activities, projects and programs will not include (a) activities undertaken in pursuance of normal course of business of the Company (b) activities supported by the company on sponsorship basis for delivering marketing benefits for its products or service and (¢) activities undertaken by the Company for fulfilment of any other statutory obligation under any other law in force in India.
The Company may take up any of the CSR activities as are permitted under CSR regulations and deemed appropriate by the CSR Committee subject to approval of the Board of Directors of the Company.
Allocation of Funds and Surplus of CSR Activities
In accordance with the CSR Regulations, the Company is committed to spend at least 2% of its average net profits made during the previous 3 (three) immediately preceding financial years on one or more of the identified activities under Schedule VII.
Surplus, if any, arising out of the Company’s CSR activities shall not form a part of business profits of the Company and shall be ploughed back into the same project or spent in accordance with the Regulations.
The Company may build CSR capacities of their own personnel as well as those of their implementing agencies, if any, through Institutions with established track records of at least 3 (three) financial years but such expenditure, including expenditure on administrative overheads, shall not exceed 5% of total CSR expenditure of the Company in 1 (one) financial year.
If the Company ceases to be covered under Section 135(1) of the Act for 3 (three) financial years, then it shall not be required to comply with the provisions laid down under Section 135 sub-sections (2) to (5) till such time it meets the criteria specified in Section 135(1) of the Act.
CSR Activities through a Trust, Society or Otherwise
The Company may undertake its CSR activities approved by the CSR Committee, by the company itself or through -
(a) A company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company, or
(b) A company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or
(c) Any entity established under an Act of Parliament or a State legislature; or
(d) A company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.
Every entity, covered (a) to (d) above, through which any CSR activity is to be undertaken by the company, shall register itself with the Central Government as prescribed under CSR Rules, with effect from the 01st day of April 2021
The Company may also collaborate with other companies for undertaking projects or programs or CSR activities so along as the CSR Committees of the respective companies (including the Company) are in a position to report separately on such projects or programs in accordance with the CSR Regulations.
Policy Subject to the Act and Rules
All provisions of this CSR Policy will be subject to the relevant provisions of the Companies Act 2013 and Rules made thereunder, including Schedule VII, and amendment(s) thereto from time to time.
Amendments to the Policy
The Board of Directors of the Company may on its own or on recommendations of CSR Committee amend this CSR Policy, as and when required.