INTRODUCTION
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Corporate Social Responsibility (“CSR”) at
Jaypee Brothers Medical Publishers Private Limited (“Company”) portrays the deep
symbiotic relationship that the Company enjoys with the communities it is engaged
with. Along with sustainable economic performance, environmental and social stewardship
is also a key factor for holistic business growth. As a responsible corporate citizen,
we try to contribute for social and economic development on regular basis. We believe
that to succeed, an organization must maintain highest standards of corporate behaviour
towards it employees, consumers and societies in which it operates. We are of opinion
that CSR underlines the objective of bringing about a difference and adding value
in our stakeholder’s lives.
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This CSR Policy shall operate as the Corporate
Social Responsibility Policy of the Company for the purposes of Section 135 of the
Companies Act, 2013 and the rules made thereunder including the Companies (Corporate
Social Responsibility Policy) Rules 2014(“CSR Rules”) as amended from time to time.
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GOVERNANCE
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Jaypee Brothers Medical Publishers Private
Limited CSR Policy has been formulated in consonance with Section 135 of the Companies
Act, 2013 read with the CSR Rules notified by the Ministry of Corporate Affairs,
Government of India.
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This Policy shall apply to all CSR projects
/ programmes undertaken by the Company in India as per the Companies Act, 2013.
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VISION AND POLICY STATEMENT
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Through sustainable measures, actively contribute
to the social, economic and environmental development of the community in which
the Company operates ensuring participation from the community and thereby create
value for the nation.
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The CSR Committee will annually recommend
the CSR programmes and projects to the Board for its approval. The Board of Directors
of the Company through its CSR Committee will plan and monitor the expenditure of
CSR activities.
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DEFINITIONS
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“Act” means the Companies Act, 2013,
as amended from time to time.
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“Board” means the Board of Directors
of the Company.
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“Company” means ‘Jaypee Brothers Medical
Publishers Private Limited’.
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“CSR” means Corporate Social Responsibility.
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“CSR Committee” means Corporate Social
Responsibility Committee of the Company constituted by the Board.
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“CSR Rules” means Companies (Corporate
Social Responsibility Policy) Rules 2014 and amendments thereon.
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“CSR Policy” means this Policy.
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“CSR Expenditure” shall include all
expenditure including contribution to corpus, for projects or programs relating
to CSR activities approved by the Board on the recommendation of its CSR Committee.
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“Net profit” shall have the meaning
ascribed to it in the Act.
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“NGO” means non-governmental organisation.
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CSR PROGRAMMES AND PROJECTS
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The Company proposes to adopt one or more
of the following CSR activities as prescribed by applicable laws, including Schedule
VII of the Companies Act, 2013, as amended from time to time:
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(i)
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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;
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(ii)
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Promoting education, including special education
and employment enhancing vocation skills especially among children, women, elderly,
and the differently abled and livelihood enhancement projects;
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(iii)
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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;
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(iv)
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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 Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
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(v)
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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;
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(vi)
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measures for the benefit of armed forces veterans,
war widows and their dependents;
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(vii)
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training to promote rural sports, nationally
recognised sports, paralympic sports and Olympic sports;
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(viii)
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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;
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(ix)
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contributions or funds provided to technology
incubators located within academic institutions which are approved by the Central
Government;
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(x)
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rural development projects.
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The CSR activities shall be undertaken within
the territory of the Republic of India
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The Company’s CSR projects and programmes
will be undertaken by the Company by itself or with joint and collaborative efforts
of other companies.
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The CSR projects and programmes may also be
implemented through registered public charitable trusts, not-for-profit companies
set up under Section 25 of the Companies Act, 1956 corresponding to Section 8 of
the Companies Act, 2013) through recognized and reputed NGOs and similar entities.
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CSR COMMITTEE
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The CSR policy and programs shall be implemented,
managed and supervised by the CSR committee appointed by the Board.
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The CSR Committee shall comprise at least
of such number of directors as is mandatorily required by applicable laws.
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The Committee shall inter alia:
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Formulate and update the CSR Policy which
will be approved by the Board;
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Decide the CSR activities to be taken up by
the Company in accordance with this Policy;
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Decide the amount to be allocated for each
project or activity;
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Oversee and monitor the progress of the initiatives
rolled out under this Policy; and
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Submit a report, to the Board on all CSR activities
undertaken during the financial year
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The Committee shall meet at least once in
a financial year.
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RESPONSIBILITES OF CSR COMMITTEE
The responsibilities of the CSR Committee include:
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Formulating and recommending to the Board
of Director the CSR Policy and indicating activities to be undertaken.
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Recommending the amount of expenditure for
the CSR activities, and
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Monitoring CSR activities from time to time
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Such other functions as the Board of Directors
may deem fit
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ROLE OF THE BOARD
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After taking into account the recommendations
made by the CSR Committee, approve the CSR Policy for the Company.
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Ensure that the CSR activities included in
this Corporate Social Responsibility Policy are undertaken by the Company.
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The Board of the Company may decide to undertake
its CSR activities approved by the CSR Committee, through a registered trust or
a registered society or a Company established under section 8 of the Act by the
company, either singly or along with its holding or subsidiary or associate company,
or along with any other company or holding or subsidiary or associate company of
such other company, or otherwise provided that –
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If such trust, society or company is not established
by the company, either singly or along with its holding or subsidiary or associate
company, or along with any other
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company or holding or subsidiary or associate
company of such other company, it shall have an established track record of three
years in undertaking similar programs or projects/activities;
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Ensure that in each financial year the Company
spends at least 2% of the average net profits of the company made during the three
immediate preceding financial years, calculated in accordance with Section 198 of
the Act, in pursuance of its CSR policy. Further, while spending the amount earmarked
for CSR activities, preference should be given to local areas and areas around the
Company where it operates,
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As per Section 135 of the Act, specify the
reasons for under spending the CSR amount in the Board’s Report.
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DISCLOSURE OF THE POLICY
The CSR policy recommended by the CSR Committee and approved by the Board shall
be displayed on the Company’s website and shall be disclosed in the Board’s report
as well.
CSR REPORTING
The Board Report of a Company shall include an Annual Report on CSR containing particulars
specified in Annexure to the CSR Rules as per the prescribed format.
FINANCIAL OUTLAY AND IMPLEMENTATION FOR CSR ACTIVITIES
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Every year, the Company shall with the approval
of its Board make a budgetary allocation for CSR activities/ projects for the year.
The budgetary allocation will be based on the profitability of the Company and the
requirements of applicable laws.
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The Company expects to spend the budgeted
amount allocated for CSR activities/ projects planned for each financial year, within
that year. If for any reason, the budget of a year remains unutilised, the same
would not lapse and would be carried forward to the next year for expenditure on
CSR activities, which were planned for implementation in the previous year, but
could not be completed due to some reason.
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The CSR Committee and the Board of Directors
will disclose the reasons for not being able to spend the entire budgeted amount
on the CSR activities as planned for that year.
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The amount allocated for emergency needs but
not utilised in the year of its allocation may be carried forward to the next year
for utilization for CSR activities.
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Any surplus arising out of the CSR activities,
projects or programs shall not form part of the business profits of the Company.
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The CSR Activities would be chosen for implementation
by the Company in compliance with the provisions of Section 135 read together with
Schedule VII of the Companies Act, 2013.
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MONITORING AND REPORTING FRAMEWORK
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The Company recognises that monitoring is
critical for assessment of the progress as regards timelines, budgetary expenditure
and achievement of targets. Monitoring maybe done periodically with the help of
identified key performance indicators, the periodicity being determined primarily
by the nature of key performance indicators.
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Monitoring will be done in project mode with
continuous feedback mechanism, and recourse always available for mid-course correction
in implementation, whenever required.
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The performance of the Company’s CSR activities
would be monitored on the basis of their achievement of annual targets and the utilization
of their annual budgets for the activities planned and the targets set for each
year.
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Implementation and monitoring of the CSR activities
will be overseen by the CSR Committee. The monitoring and evaluation may be assigned
by the CSR Committee to an independent external agency for the sake of objectivity
and transparency.
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If the projects are being implemented by external
agencies, the Company may in consultation with CSR Committee designate special executives
for this purpose.
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GENERAL
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In case of any doubt with regard to any provision
of this CSR Policy and also in respect of matters not covered herein, a reference
should be made to the CSR Committee. In all such matters, the interpretation and
decision of the CSR Committee shall be final.
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All provisions of the CSR Policy would be
subject to revision/amendment in accordance with the applicable laws.
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The Company reserves the right to modify,
cancel, add, or amend this CSR Policy.
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Minimum 2 (Two) members shall constitute a
quorum for the committee meeting.
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Proceedings of all meetings must be signed
by the Chairman of the Committee and tabled at the subsequent Board and Committee
meeting.
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REVIEW OF THE POLICY
The CSR Committee shall review the CSR Policy from time to time based on the changing
needs and make suitable modifications as may be necessary with the approval of the
Board.
In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant
authorities, not being consistent with the provisions laid down under this Policy,
then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the
provisions hereunder and this Policy shall stand amended accordingly from the effective
date as laid down under such amendment(s), clarification(s), circular(s) etc.
