PURI OIL MILLS LIMITED

1. INTRODUCTION 

At Puri Oil Mills Limited, we are committed to the betterment of the society at large. Our commitment towards Corporate Social Responsibility include promotion of education,  healthcare and sports, socioeconomic growth, environment protection and development of backward regions and upliftment of the marginalized and underprivileged sections of the society with ethical principles, good governance and sound management.
 

Corporate bodies’ involvement in CSR activities is not a new concept in India. Industrial majors are engaged in social development activities since long back. However, Section  135(1) of the Companies Act, 2013, mandates the Companies having Net Worth of Rs. 500  crore or more, or Turnover of Rs. 1000 crore or more or a Net Profit of Rs. 5 crore or  more during the immediately preceding financial year shall constitute a Corporate Social  Responsibility Committee of the Board to effectively monitor the CSR activities of the  Company. Further, the Companies (Corporate Social Responsibility Policy) Rules, 2014 lay down the framework and modalities for carrying out CSR activities which are specified in  Schedule VII of the Companies Act, 2013.  

It is a step towards organizations to become socially responsible corporate citizens and  creates positive impact on the environment, communities and societies.  
 

2. OBJECTIVE AND SCOPE 

This 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. This CSR Policy lay down the guidelines for PURI OIL MILLS  LIMITED to undertake various CSR projects or programmes which extend beyond the scope of the business and focuses on human, environmental and social assets, with a special focus on addressing hunger, malnutrition, education and health.  
 

This Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in line with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out in India only and includes strategy that defines plans for future CSR activities. 
 

3. DEFINITIONS  

a) “Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.  

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

c) “Corporate Social Responsibility” or “CSR” means the activities undertaken by a  Company in pursuance of its statutory obligation laid down in Section 135 of  the Act, but shall not include the following activities specified in Rule 2(1)(d) of  the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended  from time to time:- 

(i) activities undertaken in pursuance of normal course of business of the company.  

(ii) any activity undertaken by the company outside India except for training of Indian sports personnel representing any State or Union territory at national level or India at international level.  

(iii) contribution of any amount directly or indirectly to any political party under section  182 of the Act.  

(iv) activities benefitting employees of the company.  

(v) activities supported by the companies on sponsorship basis for deriving marketing benefits for its products or services.  

(vi) activities carried out for fulfilment of any other statutory obligations under any law in force in India.  

d) “Company” means Puri Oil Mills Limited.  

e) “CSR Committee” means the Corporate Social Responsibility Committee of the  Company, constituted or reconstituted in accordance with the provisions of Section  135 of the Act.  

f) “CSR Policy” means this Policy.  

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

h) “Director” means member of the Board. 

i) “Net profit” means the net profit of a company calculated in accordance with the  provisions of section 198, but shall not include the following, namely:-  

- any profit arising from any overseas branch or branches of the company,  whether operated as a separate company or otherwise; and  

- any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act.  

j) “Ongoing Project” as defined under rule 2(1)(i) of the Companies (CSR Policy)  Rules, 2014 means:  

- a multi-year project, stretching over more than one financial year;  - having a timeline not exceeding three years excluding the year of  commencement;  

- includes 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.  

Words and expressions used and not defined in this Policy, but defined in the Companies  Act, 2013 or any rules framed there under shall have the same meanings assigned to them therein.  
 

4. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE  

a) Constitution 

Pursuant to the provisions of Section 135 of the Act, the Board of Directors shall  constitute the Corporate Social Responsibility (CSR) Committee consisting of at least  three or more Directors, out of which at least one director shall be an Independent  Director. The Board has constituted the CSR Committee in line with the requirements of  Section 135 of the Act and has authority to reconstitute this Committee from time to time.  

b) Functions and Powers of Committee 

Pursuant to Section 135 of the Act read with CSR Rules, to effectively implement the  objectives of the Company with respect to CSR, the Committee is vested with the following  functions and powers:  

 (a) formulate and recommend to the Board, a Corporate Social Responsibility Policy  which shall indicate the activities to be undertaken by the company in areas or subject,  specified in Schedule VII.  

(b) recommend the amount of expenditure to be incurred on the CSR activities.  (c) monitor the Corporate Social Responsibility Policy of the company from time to time. 

 c) Meetings of the Committee 

For smooth functioning of the Committee, the members shall meet as below to discuss  such matters and to take such decisions as may be necessary:-  

 The CSR Committee shall hold at least one meeting in a year.  

 The members of the Committee may mutually agree between them regarding time  and place for the said meetings.  

 The quorum for the CSR Committee Meeting shall be one-third of its total strength or  two members, whichever is higher. (any fraction contained in that one-third be  rounded off as one)  

 The Members of the Committee may participate in the meeting either in person or  through video conferencing or other audio visual means as may be convenient.  
 

5. ANNUAL ACTION PLAN  

The CSR committee shall formulate and recommend to the Board, an annual action plan  formulated in pursuance of Rule 5(2) of CSR Rules.  
 

Provided that the Board may alter such plan at any time during the financial year, as per  the recommendations of its CSR Committee, based on the reasonable justification.  

 

6. CSR ACTIVITIES  

The CSR activities shall be undertaken by the Company, as per its stated CSR Policy  whether through ongoing projects or other than ongoing projects. The activities  undertaken in pursuance of normal course of business shall not be a part of CSR activities.  

 a) Mode of Implementation:  

i) The CSR activities may be undertaken by the company itself (directly), or  

ii) Through the registered Public Charitable Trust-Sarfarosh Foundation, established  by the company.  

iii)Through other such entities as prescribed under Rule 4(1) of CSR Rules. 

b) Collaboration 

Pursuant to Rule 4 of CSR Rules, the company may collaborate with other companies for  undertaking projects or programmes or CSR activities. However the CSR committees of  respective companies should be in a position to report separately on such projects or  programmes.  
 

7. PROJECTS & PROGRAMMES UNDER CSR  

The Company may undertake any one or more of the following activities, as mentioned in  Schedule-VII of the Act (as amended), as may be decided by the Board of Directors or CSR  Committee of the Board from time to time depending on the suitable opportunities  available:-  

i) Eradicating hunger, poverty and malnutrition, promoting 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.  

ii) promoting education, employment enhancing vocation skills especially among  children, women, elderly and the differently abled and livelihood enhancement projects.  

iii) 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.  

iv) 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 set-up by the  Central Government for rejuvenation of river Ganga.  

v) 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 art and handicrafts.  

vi) measures for the benefit of armed forces veterans, war widows and their dependents,  Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans,  and their dependents including widows. 

vii) training to promote rural sports, nationally recognised sports, paralympic sports and  olympic sports.  

viii) contribution to the prime minister’s national relief fund or Prime Minister’s Citizen  Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund  set up by the central govt. for socio economic development and relief and welfare of the  schedule caste, tribes, other backward classes, minorities and women.  

ix) Contribution to incubators or research and development projects in the field of  science, technology, engineering and medicine, funded by the Central Government or  State Government or Public Sector Undertaking or any agency of the Central Government  or State Government; and  

x) Contributions to public funded Universities as specified in Schedule-VII of the Act, as  amended from time to time.  

xi) rural development projects.  

xii) development of slum areas, declared as such by the Central Government or any State  Government or by any other competent authority under any law.  

xii) disaster management, including relief, rehabilitation and reconstruction activities.    
 

8. CSR OBLIGATION  

a) CSR Spend 

Pursuant to Section 135(5) of the Companies Act, 2013, the Board of every company  which meets the criteria specified under Section 135(1) of the Act, shall ensure that  the company spends, in every financial year, at least 2 percent of the average net profits  (calculated as per Sec. 198 of the Act) of the company made during the three  immediately preceding financial years.  

b) CSR Expenditure 

The CSR expenditure shall include all expenditure on projects or programs relating to  CSR activities approved by the Board of Directors on the recommendation of its CSR  Committee but does not include any expenditure on an item not in conformity or not in  line with activities stated under Schedule VII of the Act. The CSR expenditure shall be in 

line with the requirements laid down under the Act and Rule 7 of CSR Rules, 2014, as  amended from time to time.  

If the Company spends an amount in excess of requirement, such excess amount may be  set off against the CSR spending requirement up to immediate succeeding three financial  years.  
 

9. REPORTING AND PUBLICATION OF CSR POLICY 

The Board Report of the company shall include an Annual Report on CSR containing such  particulars as specified in Annexure-II of the CSR Rules. The Board shall after taking into  account the recommendations of CSR Committee, approve/amend the CSR Policy for the  company and place it on the company's website.  
 

10. MONITORING MECHANISM 

The Company recognizes that monitoring is critical for assessment of the progress of CSR  initiatives as regard to timelines, budgetary expenditure and achievement of targets.  Implementation and monitoring of the CSR activities will be overseen by the CSR  Committee.  
 

The CSR committee may designate such employees/ executives of the company as may  think fit, to ensure effective implementation and monitoring of the CSR projects as  approved by the CSR Committee from time to time. The designated employees/  executives will give feedback to the CSR Committee for all CSR projects undertaken.  

The CSR committee shall monitor the performance of the Company’s CSR activities on the  basis of their achievement of annual targets and the utilization of their annual budgets for  the activities planned.  
 

11. POLICY REVIEW AND REVISION 

The administration of the CSR Policy of the Company and the execution of identified CSR  projects, programs and activities under it shall be carried out under the control and  overall supervision of CSR committee.  

The Board of Directors may revise/ amend this CSR Policy based on the recommendations of the CSR committee or to bring the same in line with the guidelines or amendments  issued by the Government from time to time.