Corporate social responsibility policy

Section 135 of the Companies Act 2013, read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014

  1. OVERVIEW

Marlabs (“Company”) is committed towards social causes and their development. Our Corporate Citizenship commitments are anchored in our core values, our code of Business Ethics and ultimately reflects in the actions of our people. We work to make a sustainable, measurable difference to the communities in which we work and live.

The Company takes a comprehensive approach to corporate social responsibility that aligns with its enduring values and maximized the positive change that employees can influence around the world. The Company will strive to operate the business with the highest standards of corporate social responsibility and its CSR policy will be in accordance with the provisions of the Companies Act, 2013.

  1. CSR FOCUS AREAS

2.1

The focus areas shall include, but will not be limited to, the following activities for the purpose of this policy:

2.1.1

Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swachh Bharat Kosh set up by the Central Government for the promotion of sanitation and making available safe drinking water.

2.1.2

Promoting education, including special education and employment-enhancing vocational skills, especially among children, women, elderly and the differently abled, and livelihood enhancement projects.

2.1.3

Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward/disadvantaged groups.

2.1.4

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 setup by the Central Government for rejuvenation of river Ganga.

2.1.5

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 arts and handicrafts.

2.1.6

Measures for the benefit of armed forces veterans, war widows and their dependents.

2.1.7

Training to promote rural sports, nationally recognized sports, paraolympic sports and Olympic sports.

2.1.8

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/disadvantaged classes, minorities and women.

2.1.9

Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

2.1.10

Rural development projects.

2.1.11

Slum area1 development.

2.2

The provisions indicated in para 2.1 above are broad-based and are intended to cover a wide range of activities as illustratively mentioned. While deciding the program or project to be undertaken based on the focus areas indicated, the Company shall ensure that the provisions are interpreted liberally and the essence thereof is strictly adhered to.

2.3

Every activity to be undertaken by the Company under para 2.1 above shall be approved by the CSR Committee (as defined herein). For the purpose of carrying out the CSR activities, preference shall be given to the local area and the areas around which the Company operates.

2.4

The Company will encourage all employees to actively part take in the corporate social responsibility activities and welcomes suggestions, if any, on possible CSR interventions. All suggestions must be sent to DL_CSR@marlabs.com. Every suggestion will be reviewed by the CSR committee based on the genuinity, impact and scope and the final decision will be communicated back to the employees who have made suggestions. The CSR committee will be the final authority to decide any CSR activity that the Company wishes to undertake and contribute to.

  1. IMPLEMENTATION OF CSR ACTIVITIES

3.1

The Company may carry out the CSR activities in accordance with the terms of this Policy, either on its own, or through a registered trust or registered society or through a company registered under Section 8 of the Companies Act, whether established by the Company, a subsidiary of the Company, an Associate Company2 of the Company or by a third party.

3.2

The Company may also collaborate with other companies to undertake projects, programs or CSR activities in such a manner that the CSR Committees of the respective companies are in a position to report separately on such projects or programs in accordance with the CSR Policy and the applicable CSR regulations from time to time in force.

3.3

If the Company chooses to carry out the CSR activities through a registered trust or registered society or a Section 8 company incorporated under the Companies Act, which is established by a third party (“CSR Partner”), guidelines mentioned in Clause 4 below are required to be followed in choosing such CSR Partner.

  1. GUIDELINES FOR CHOOSING A CSR PARTNER

4.1

The CSR Partner shall be either a registered trust or a registered society under the applicable laws or a company incorporated under Section 8 of the Companies Act, with an established track record of 3 years in undertaking activities in the focus areas in which the Company intends to carryout CSR activities.

4.2

The board of directors or the trustees or the management committee members or governing body members of the CSR Partner, as the case may be, or the members of the CSR Partner or the CSR Partner itself, shall not in any way be, directly or indirectly, connected with any political parties and the CSR Partner should not be, directly or indirectly, promoted by political parties.

4.3

The CSR Partner shall not engage in religious or political activities, for the private benefit of the CSR Partner, discriminate on the basis of race, colour, religion, sex, age, national origin, citizenship status, disability, sexual orientation or veteran status.

4.4

The board of directors or the trustees or the management committee members or governing body members of the CSR Partner, as the case may be, or the members of the CSR Partner should not be adjudicated as an insolvent or convicted by a Court of any offence involving moral turpitude.

4.5

The CSR Partner should not be or should not have been a party at any time to bankruptcy or insolvency or winding up proceedings or to proceedings involving a composition of creditors, or should not make or should not have at any time made an assignment for the benefit of creditors. A custodian, receiver or any other person with like power should not have been appointed to take charge of or liquidate all or a part of the its business, property or assets or no order should have been made or a resolution should have been passed for the winding-up or liquidation or any corporate proceedings for its liquidation, winding-up or dissolution shall have been commenced.

4.6

The CSR Partner should have complied with the applicable laws and no notice for noncompliance under any applicable laws should have been received from any authorities.

4.7

CSR Partner should have audited its accounts for each of the financial years from the date of its existence and the financial statements should reflect true and fair view of its affairs.

4.8

The Company shall conduct a legal, financial and regulatory due diligence on the CSR Partner and satisfy itself of its credibility, compliance status and ability to carry out CSR activities on behalf of the Company.

4.9

The CSR Committee shall discuss the CSR Policy and the objectives of the Company in this regard with the proposed CSR Partners.

4.10

The Company shall procure a detailed project report from the shortlisted CSR Partners regarding the course of action that they intend to undertake, if chosen to implement a particular CSR activity on behalf of the Company.

4.11

The Company shall, before executing the projects with CSR Partners, ensure that the specifications for the project or programs to be undertaken through the CSR Partners, the utilization of funds on such projects and programs and the monitoring and reporting mechanism are made clear.

  1. CSR FUND

5.1

The Company may open a separate bank account and deposit such amount as may be determined by the Committee, every financial year. It is clarified that opening of a separate bank account will facilitate easy tracking of the CSR spend by the Company.

5.2

Any payments towards CSR activities shall be made directly to the CSR Partners and/ or the beneficiaries, as the case may be, from the aforementioned bank account (if opened).

5.3

Any surplus arising out of CSR activities implemented by the Company shall not form part of business profits of the Company and shall be redeployed for CSR activities. Consequently, any income arising from the CSR activities will be netted-off from the CSR expenditure and such net amount will be reported as CSR expenditure for a particular year.

5.4

The CSR Committee shall decide the signatories to the bank account opened by the Company for this purpose and make recommendations to the Board of Directors thereon. The decision of the Board of Directors of the Company on the signatories to the bank account shall be final.

5.5

In the event the Company is unable to spend the amount earmarked for the CSR activities in a financial year, the CSR Committee shall submit a report in writing to the Board of Directors of the Company specifying the reasons for not spending the amount, which in turn shall be reported by the Board of Directors of the Company in their report to the shareholders of the Company for that particular financial year.

5.6

A capital contribution in a CSR Partner will be made only if:
(i) The CSR Partner is created exclusively for undertaking CSR activities; or
(ii) The corpus is created exclusively for a purpose directly related to the activities listed in Section 2 above.

  1. CSR COMMITTEE

A CSR Committee shall be constituted by the Board of Directors of the Company. The roles, responsibilities and functioning of the CSR Committee shall be as provided below:

6.1

Constitution:

CSR Committee shall consist of such members of the Board of Directors of the Company at any given point of time as per the requirements of Companies Act 2013 and any amendment thereof. If the Board of Directors of the Company consists of only two Directors, then two Directors will form CSR Committee.

6.2

Quorum:

Any two members of the CSR Committee personally present or via video conferencing, shall form a quorum for the meeting of the CSR Committee.

6.3

Meetings:

The meetings of the CSR Committee shall be held at such intervals on need basis. However, one meeting shall be convened every year. The meetings can be convened at such time, at such place and on such day, as the members of the CSR Committee may deem fit. The minutes recording the proceedings of the CSR Committee meetings shall be placed before the next board meeting of the Company for approval. Provisions relating to conducting board meetings via video conferencing shall apply similarly to the CSR Committee meetings.

6.4

Notices:

Any one of the CSR Committee members shall be authorised to issue notice to convene the meetings of the CSR Committee. Every notice convening the meeting of CSR Committee shall be accompanied by an agenda.

6.5

Membership:

Membership of the CSR Committee is restricted to the Board of Directors of the Company. The CSR Committee may invite experts from various fields to attend its meetings from time to time. The CSR Committee may invite experts from various fields or officers or employees of the Company to attend its meetings and provide such expert views, comments, updates, information or clarification or for such other purpose as the CSR Committee deems necessary to conduct the business.

6.6

Decisions:

Matters transacted at the meetings of the CSR Committee or by way of resolutions by circulation shall be decided by majority vote of the CSR Committee members.

6.7

Matters to be transacted:

CSR Committee may, as appropriate, discuss the following matters at its meetings:
(i) Preparation of budget outlay for each of the CSR activities;
(ii) Implementation schedule for each of the CSR activities;
(iii) Formation of CSR internal working group and allocation of responsibilities to carryout CSR activities;
(iv) Report on the CSR activities carried out from the date of last meeting till date with supporting documents;
(v) Discussion on the new proposals, if any;
(vi) Road map for the CSR activities to be carried out for the following year; and (vii) Any other matter as the CSR Committee may deem fit.

6.8

Jurisdiction:

The Board of Directors or the CSR Committee, as the case may be, shall exercise its jurisdiction over the CSR activities carried or proposed to be carried within India.

  1. ROLE AND RESPONSIBILITIES OF THE CSR COMMITTEE

7.1

The CSR Committee shall formulate and recommend the CSR Policy or any amendments thereon to the Board of Directors of the Company. Any amendments to be made to the CSR Policy shall be taken up by the Board only with the recommendation of CSR Committee.

7.2

The CSR Committee shall also recommend the amount of expenditure to be incurred by the Company in each financial year, in relation to the CSR activities to the Board of the Directors of the Company. Such expenditure shall be calculated in accordance with the provisions of the Companies Act after consultation with the finance department of the Company.

7.3

The CSR Committee shall identify and recommend CSR activities to the Board of Directors of the Company which are covered under this Policy by providing a project report. The project report shall elaborate on the sectors in which the CSR activities shall be carried out, need, statistics, modalities of execution of the CSR activities, budget outlay, implementation schedule, location where the CSR activities are proposed to be implemented and impact of such CSR activities on the target audience.

7.4

The CSR Committee shall recommend CSR Partners, to the board of directors and procure their approval before engaging the CSR Partner(s) to carry out the CSR activities on behalf of the Company. The CSR Partners recommended to the Board shall be selected in accordance with the guidelines described in this Policy.

7.5

The CSR Committee shall allocate budget to each of the CSR activities and the CSR Partners.

7.6

The CSR Committee shall undertake all necessary steps to implement the CSR activities in accordance with the implementation schedule, as approved by the Board.

7.7

The CSR Committee shall monitor the CSR activities in such manner as prescribed in this Policy.

7.8

The CSR Committee shall update the board of directors from time to time on the progress of the CSR activities along with a report on the amount allocated for such activity, amount utilised, amount unspent, if any, additional funds required, if any and expenditure incurred.

7.9

The CSR Committee shall ensure that the CSR activities do not benefit the Company or its employees and their families.

  1. MONITORING MECHANISM

8.1

The administration of the CSR Policy and the execution of identified CSR projects, programs and activities shall be carried out under the overall superintendence of a CSR internal working group. The members of CSR internal working group shall be decided by the CSR Committee.

8.2

The CSR Committee/ CSR internal working group shall monitor the CSR activities in the following manner:

(i) Atleast one member of the CSR Committee or his/ her representative shall accompany the representatives of the CSR Partner(s) to each of the venues where the CSR activities are implemented at such intervals on need basis.

(ii) CSR Committee shall procure not later than 7 days from the end of each month by each of the CSR Partners, separately for each of the CSR activity, a monthly status report detailing the utilization of the funds, CSR activities carried out, reasons for deviation from the implementation schedule, if any, corrective measures taken in this regard, requirement of additional funds, if any, along with the reasons for such escalations.

(iii) Procure pictures, videos and stories from the CSR Partners on the completed and ongoing CSR activities.

  1. REPORTING

9.1

The Board of Directors of the Company shall provide the following information in its report to its shareholders as well as on the website of the Company:

(i) Brief outline of the CSR Policy;
(ii) Website link (if any) to CSR Policy and update on the CSR activities undertaken by the Company;
(iii) Composition of CSR Committee;
(iv) Average net profits of the Company for last three financial years;
(v) Prescribed CSR expenditure;
(vi) Total amount to be spent in a financial year and amount unspent, if any, along with the reasons;
(vii) Manner in which the amount spent on CSR activities during a financial year in the following format:

  1. (a) A description of the CSR activities;
  2. (b) Sectors covered by the CSR activities;
  3. (c) CSR activities Undertaken – (1) Local Area or Other; and (2) Specify the State and district where CSR activities were undertaken;
  4. (d) Amount outlay (budget) for each of the CSR Activity;
  5. (e) Amount spent on the CSR activities – (1) Direct Expenditure; (2) Overheads.
  6. (f) Cumulative expenditure upto the reporting period;
  7. (g) Amount spent – (1) Direct; (2) though the implementing agency; and
  8. (h) Details of the implementing agency.

(viii) Reasons for the Company failing to spend the amount required under the Act (if any), on the CSR activities; and
(ix) Responsibility statement from CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives.

  1. POLICY ON NON-DISCRIMINATION AND CONTROVERSIAL ORGANIZATIONS

10.1

The Company seeks to support organizations that are in alignment with the core values of the Company. The Company is committed to equal opportunity and fair treatment, and will not support charitable organizations that discriminate on the basis of race, colour, religion, sex, age, national origin, citizenship status, disability, sexual orientation, veteran status, or any other protected status. The Company defines discrimination in connection with its charitable giving program to include (but not necessarily be limited to) denial of services, employment, or volunteer opportunities to any class of individuals in a manner that negatively restricts opportunities available to that class of individuals.

10.2

In addition, to ensure that all recipient organizations are aligned with the Company’s values, the Company shall not make charitable grants to any organization or program that in any way is controversial or, implicitly or explicitly, promotes, advocates, or instigates an ideology or environment that is divisive or not otherwise aligned with the Company’s values.

10.3

As part of an ongoing effort to support only those organizations that fully align with the Company’s values and policies, the Company reserves the right to evaluate the eligibility of a recipient organization at any time regardless of whether prior grants have been made. The Company, in its sole discretion, may suspend or terminate current or future grants to any organization that is not aligned with the Company’s values and policies.

  1. FOREIGN CONTRIBUTION REGULATION ACT, 2010

11.1

Under the provisions of the Foreign Contribution (Regulation) Act, 2010 (“FCRA”), an Indian entity, including trust, society or Section 8/ Section 25 company, seeking funds for specified purposes in the form of contributions from foreign sources requires prior permission or registration, as the case may be, from the Ministry of Home Affairs (“MHA”), Government of India.

11.2

In terms of the said regulations, any contribution made by Indian companies having more than 50% foreign shareholding will be regarded as contribution made from a foreign source. The recipient of such a contribution from a majority foreign owned Indian company needs to comply with the provisions of the FCRA, including obtaining prior permission or registration from the MHA, in accordance with the FCRA Regulations.

11.3

The said registration is granted only to such associations which have a proven track record of functioning in the chosen field of work during last three years. In cases of newly established organisations which are unable to fulfil the track record criteria, such organisations are required to obtain prior permission from the Central Government for receiving each tranche of contribution.

11.4

Accordingly, any CSR contributions sought to be made by the Company to any trust, society or Section 8/ Section 25 company undertaking CSR activities will need to comply with the provisions of the FCRA. The CSR Committee shall give due importance to assess the eligibility and approval status of the entity receiving the CSR contribution from the Company.

  1. SELF GOVERNANCE

The Company, its Board of Directors, employees, officers, CSR Committee members, its invitees, shall not:

(i) Directly or indirectly engage in lobbying of CSR activities; or
(ii) Accept any kind of favours and gifts, in any form, from any prospective or potential CSR Partners or beneficiaries as a result of consideration of the proposal to grant funds to such CSR Partners or beneficiaries under this Policy.

  1. EXCLUSIONS TO CSR ACTIVITIES

The following activities shall not qualify as CSR activities:

(i) Projects, programs or activities undertaken during the normal course of Company’s business;
(ii) Projects or programs or activities undertaken that benefit only the Company’s employees, or its customers or vendors, or their families;
(iii) One-off events such as marathons/ awards/ charitable contribution/ advertisement/ sponsorships of TV programmes etc.;
(iv) Expenses incurred by companies for the fulfilment of any act (other than the Act), statute or regulations (such as Labour Laws, Land Acquisition Act etc.); and
(v) No portion of salaries paid to and/ or time spent by the Company’s employees and volunteers may be factored into CSR Cost.

  1. POLICY REVIEW AND FUTURE AMENDMENT

The CSR Committee shall review the CSR Policy from time to time and make suitable changes as may be required and submit the same for the approval of the Board of Directors of the Company.