CSR Policy

TITLE :

This Policy shall be called “Corporate Social Responsibility Policy/CSR Policy.”

OBJECTIVE:

The main objective of this CSR Policy is to lay down guidelines to make CSR a key business process for sustainable development of the society and the environment in which it operates. It aims in enhancing welfare measures of the society based on the immediate and long term social and environmental consequences of the Company’s activities in India.

The scope of the Policy has been kept as wide as possible, so as to allow the Company to respond to different situations and challenges appropriately and flexibly, subject to the activities enumerated in Schedule VII to the Companies Act, 2013. However, no contribution will be made for any activities undertaken outside India.

APPLICABILITY:

The CSR Policy shall apply to all CSR projects undertaken by the Company in India in accordance with this policy and as per Schedule VII of the Act.

The CSR Policy shall be applicable to the Company and all its employees.

DEFINITIONS:

a. “Act” means Companies Act, 2013 including any Statutory modification or reenactment thereof;

b. “Board” means Board of Directors of the Company.

c. “Company” means Ctrl S Datacenters Limited

d. “Corporate Social Responsibility” generally means and includes but it is not limited to: Projects or programs relating to activities specified in Schedule VII of the Act; or Projects or programs relating to activities undertaken by the Board in pursuance of recommendations made by the CSR Committee as per CSR policy of the Company subject to the condition that such policy includes the subject covered under Schedule VII of the Act.

e. “CSR Committee” means Corporate Social Responsibility Committee of the Board.

f. “CSR Rules” means the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.

g. “CSR Policy” refers to activities to be undertaken by the Company as determined by the CSR Committee and approved by the Board of Directors from such projects or programmes relating to activities specified in Schedule VII or covered as Corporate Social Responsibility as per this policy and the expenditure thereon, excluding activities undertaken in pursuance to normal course of business of the Company.

Any term not defined above, shall have the meaning assigned to it under the Act or the CSR Rules.

CSR ACTIVITIES/PROJECTS:

Education and Empowerment

To work on several educational initiatives to provide quality education, training, skill enhancement for improving the quality of living and livelihood. Initiatives are aimed at:

a) Promoting primary and secondary education
b) Enabling higher education through merit cum means scholarships, including for differently
abled across the country.
c) Using sports as a tool for development of students in both urban and rural settings
d) Promoting higher education including setting up and supporting schools, universities
e) Skill development and vocational training

Health and Relief
To address issues around affordability and accessibility of quality healthcare and bring about improvement in awareness and health seeking behavior in various parts of India, enabling a better living, through initiatives such as:

a) Primary, secondary and tertiary care facilities
b) Conducting need based health camps and providing consultation, medicines etc.
c) Working on maternal and child health
d) Behavioral change for improved mother and child health
e) Improving healthcare delivery through innovative outreach programmers
f) Working for the visually impaired

g) Working in the areas of Communicable and non-communicable diseases
h) Using technology for training, competency evaluation and clinical decision support for
medical professionals with a view to improve quality of healthcare

Conservation
To enable enhanced livelihood and quality of life, promote environment sustainability through various initiatives for:

a) Ecological sustainability
b) Promoting biodiversity
c) Conservation of natural resources
d) Maintaining quality of soil, air and water
e) Promoting renewable energy

Other Initiatives

To undertake other need based initiatives in compliance with Schedule VII of the Companies Act, 2013.

IMPLEMENTATION:

The Company shall jointly setup a section 8 company with other companies in accordance with the provisions of the act under the name “CtrlS Foundation” to oversee, formalise and organise all initiatives related to serving the society as a part of Company’s CSR Activities.

Until the registration of the Foundation, the CSR Activities shall be undertaken by the Company directly or through third party implementing agencies.

The Company may also collaborate with other companies or institutions for undertaking projects or programs for CSR activities.

The CSR Activities may be undertaken by the Company directly or through any Implementation Agency being duly registered with the Central Government and having a unique CSR Registration Number (with effect from April 1, 2021).

The Board shall be responsible for implementing the mandate of the CSR Policy and shall ensure that the CSR Activities are carried out in accordance with the CSR Policy read with the Act and CSR Rules and the annual action plan formulated and recommended by the CSR Committee.

Furthermore, the CSR Committee/Board of a Company shall monitor the implementation of the ongoing projects with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.

Explanation: “Ongoing Project” means a multi-year project undertaken by a Company in fulfillment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced, and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the board based on reasonable justification

CSR COMMITTEE

The Board of Directors of the Company shall constitute a committee called the “Corporate Social Responsibility Committee” (“CSR Committee”) in accordance with the provisions of Companies Act, 2013 and rules made thereunder. The CSR Committee will consist of 3 or more directors of which at least one shall be an independent director. The Board of Directors may change the composition of the CSR Committee from time to time in such manner as it thinks fit.

CSR Committee shall monitor the implementation of various programs, projects and activities in such manner as it deems fit. CSR Committee shall also determine the manner of submission of information, reports, files, etc. by third parties as a part of the monitoring process. CSR Committee shall ensure that a transparent monitoring mechanism is put in place.

All questions of interpretation or discrepancies which shall arise under, or as a result of, or pursuant to, or in connection with the implementation of the CSR Policy or any initiative or activities undertaken by the Company in terms of the CSR Policy, shall be referred to the CSR Committee for their inputs and the final decision/determination/ interpretation shall rest with the Board.

No member of the CSR Committee shall be personally liable for any decision or action taken in good faith with respect to the CSR Policy.

MEETINGS OF THE COMMITTEE:

The Committee shall meet physically at least twice a year and otherwise by audio or video conferencing, as may be required. Additional meetings may be held to ensure that the Committee take note of the CSR activities, the expenditure thereon as budgeted, the service level agreements with any NGO qualified to undertake CSR projects if required, and monitoring thereof.

The process for issue of notice and conducting the meeting shall be same as may be applicable for conducting the Board Meeting under the Act.

FUNCTIONS & RESPONSIBILITY OF CSR COMMITTEE:

The CSR Committee of the Company is responsible for:

• Formulation and review of this CSR Policy indicating the activities to be undertaken by the Company towards CSR initiatives;
• Recommendation of the amount of expenditure to be incurred on the CSR activities; and
• Formulation of a transparent monitoring mechanism for ensuring implementation of the projects / programs / activities proposed to be undertaken by the Company or the end use of the amount spent by it towards CSR activities
• Monitor and implement this Policy from time to time
• Annually report to the Board, the status of the CSR activities and contributions made by the Company
• Formulate annual action plan in pursuance of the CSR policy in accordance with the applicable law, inclusive of the following items:
  • the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
  • the manner of execution of such projects or programmes;
  • the modalities of utilisation of funds and implementation schedules for the projects or programmes;
  • monitoring and reporting mechanism for the projects or programmes; and
  • details of need and impact assessment, if any, for the projects undertaken by the company.
• Any other requirements mandated under the Act and Rules issued thereto.

CSR BUDGETS:

The CSR Committee shall abide by the provisions relating to annual expenditure on CSR activities as laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

TREATEMENT OF SURPLUS/UNSPENT AMOUNT:

• Any surplus arising out of the CSR Activities shall not form part of the business profit of the Company and may only be re-allocated to the CSR Activities being undertaken in terms of this CSR Policy and the annual action plan for the financial year in which such surplus has arisen.
• Treatment of Unspent Amount:
  • Unspent amount not relating to Ongoing Projects: – Where amount doesn’t relate toongoing project, then in case of failure to spend the required amount, will require carrying forwarding of the same to a Fund specified in Schedule VII, within 6 months of close of the every financial year.
  • Unspent amount relating to Ongoing Projects:- Where amount relates to ongoing project, then in case of failure to spend the required amount, shall be transferred within 30 days from the end of every financial year to a special account (Unspent Corporate Social Responsibility Account) with Schedule Bank and such amount shall be spent towards the CSR within three financial year from the date of such transfer, failing which, the balance shall be transferred to a Fund specified in Schedule VII, within 30 days from the end of third financial year.
• If there is any excess amount spent, the same may be set off against the requirement to spend under the Act up to immediate succeeding three financial years subject to the conditions that the excess amount available for set off shall not include the surplus arising out of the CSR Activities, if any and the same is approved by the Board of Directors of the Company.

CREATION OF CAPITAL ASSET:

The Company may spend its CSR amount for creation or acquisition of a capital asset. Such Capital Asset shall be held by:

• A registered Implementation Agency, as referred above
• The beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or
• A public authority.

AMENDMENTS:

The Company or the Board reserves its right to amend or modify this Policy in whole or in part,at any time without assigning any reason whatsoever. However, no such amendment or modification shall be inconsistent with the applicable provisions of the Act or any law for the time being in force.