Corporate Social Responsibility Policy

CORPORATE SOCIAL RESPONSIBILITY POLICY OF PTCUL
(As approved by the Board in its 55th Meeting held on 27. 09.2016)
Short Title And Commencement

This policy may be called “Corporate Social Responsibility Policy of Power Transmission Corporation of Uttarakhand Limited”. In short this policy shall be termed as “PTCUL CSR Policy”.

This policy shall come into force from the date it is approved by the Board of Directors of the Company and shall be applicable from financial year 2015-16.

Definitions
In this policy, unless the context otherwise require:
  1. ‘Act’ means The Companies Act, 2013.
  2. ‘Board’ means the Board of Directors of PTCUL.
  3. ‘Company’ shall mean Power Transmission Corporation of Uttarakhand Limited (PTCUL), A Government of Uttarakhand undertaking having its registered address at ‘Vidyut Bhawan’ near I.S.B.T crossing, Saharanpur road, Majra, Dehradun
  4. ‘Corporate Social Responsibility’ shall mean the Corporate Social Responsibility as defined under Section 135 of the Act.
  5. ‘Government’ shall mean Government of Uttarakhand.
  6. ‘Ministry’ shall mean the Ministry of Corporate affairs, Government of India.
  7. ‘Net Profit’ shall mean net profit before tax as per books of the accounts calculated as per provisions of Section 135 of the Act.
  8. 2% of CSR spending shall be calculated as 2% of the average net profits of the Company made during the three immediately preceding financial years. For the purpose of first CSR reporting the net profit shall mean average of annual net profit of the preceding three financial years ending on or before 31st March, 2016.
  9. Reporting will be done on annual basis starting from financial year 2015-16.
  10. Words and expressions used in this policy and not defined here in but defined in the Act shall have the meaning respectively assigned to them in the Act.
Guiding Principle
  1. CSR is the process by which PTCUL shall think about and evolve its relationship with the stakeholders for the common good and demonstrate its commitment in this regard by adoption of appropriate business processes and strategies.
  2. CSR does not intend to act as a charity or donation.
  3. CSR shall be a way to conduct business by PTCUL in which it will visibly contribute to the social good. The CSR activities will be used to integrate economic, environmental, social and other statutory objectives.
Scope

The Corporate Social Responsibility activities shall be undertaken by the Company as a project or program or activities (either new or ongoing) excluding the activities undertaken by the Company in pursuance of normal course of business. The items that would be undertaken under CSR activities shall be as enumerated in Schedule VII of The Companies Act, 2013 up to date and as amended from time to time.

CSR Committee

CSR Committee has been constituted by Board of Directors on 24th July’2015 as under :

Shri J.L. Bajaj, Independent Director.
Shri S.S. Gupta, Independent Director.
Managing Director, PTCUL.
Director (Project), PTCUL.

The Board of Directors shall have power to nominate more persons to the aforesaid Committee by nominating other members of the Board.

Managing Director PTCUL shall be the permanent member of the CSR Committee.

CSR Committee being a statutory sub-committee of the Board, therefore, Company Secretary PTCUL shall be the Secretary. CSR Committee will conduct the business and keep records as per the provisions of the Companies Act, 2013. Managing Director shall have the full power to co-ordinate the planning, identification of CSR activities, award the work and monitor its progress from time to time subject to the superintendence and control of the CSR Committee.

After the approval of statutory limit of 2% by the CSR Committee, it will be within the full powers of Managing Director to spend such amount on such schemes and in such areas as have been specified by the CSR Committee.

Any fund that is justify unutilized in any financial year shall be carried forward to the next year as per the provisions of the Companies Act, 2013.

Items That Can Be Undertaken Under CSR

All items that are enumerated in Schedule VII of The Companies Act, 2013 as amended up to date and prevailing from time to time can be undertaken by the Company under CSR Policy. The updated list of the activities on the date of formation of this policy is enclosed with this policy and shall form an essential part of this policy. Out of the aforesaid list, the Company will prepare a list of CSR Projects/Programmes which the Company plans to undertake during the implementation year by specifying modalities of execution in the areas/sector chosen and implementation schedule for the same.

The focus shall be to integrate the business models with social and environmental priorities and processes in order to create shared value.

Methodology And Other Covenants

The Board of Directors shall ensure that the Company spends in a financial year at least 2% of the average net profit of the Company made in immediately preceding three financial years in pursuance of the Corporate Social Responsibility activities and preference will be given to local area and areas around the Company where it operates for spending this amount. The Corporate Social Responsibility activities shall be undertaken by the Company as a project or programme or (either new or ongoing) excluding the activities undertaken by the Company in pursuance of normal course of the business.

The Company may decide to undertake the Corporate Social Responsibility activities either through registered trust or registered society or Section 8 Company under the Companies Act, 2013.

The CSR Committee shall be specifying the modalities of utilization of funds on such projects and programmes and its monitoring and reporting mechanism also. Managing Director will have full powers to implement the policy. Subject to prior approval of CSR Committee, the Company may also collaborate with other Companies for undertaking projects or programmes of Corporate Social

Responsibility activities in such a manner that the Corporate Social Responsibility Committees of the respective Companies are in a position to report separately on such projects or programmes. The trust, society and Section 8 Company as referred under Clause (iii) and (v) shall have at least 3 years experience of the related social development activities.

Any activity undertaken outside India shall not be treated as expenditure under Corporate Social Responsibility Policy.

The programmes or activities that benefit only the employees of the Company and their families shall not be considered as Corporate Social Responsibility activities.

The Company can build the Corporate Social responsibility capacity of its own personnel as well as of the implementing agencies through institutions having established track record of at least three financial years but such expenditure incurred shall not exceed 5% of Corporate Social Responsibility expenditure for that financial year and the modalities of such development will require prior approval of CSR Committee.

Any contribution made directly or indirectly to any political parties shall not be considered as Corporate Social Responsibility activities.

For Corporate Social Responsibility activities separate corpus shall be maintained and any surplus/un-utilized amount arising out of this activity shall not form a part of the business of the Company and shall be carried forward.

As per Section 134(3) (0) of the Companies Act 2013, the details of Corporate Social Responsibility in the prescribed form shall be incorporated in the Report of Board of Directors to the Shareholders and the reasons of unspent amount, if any, shall be explained in such report.

Control, Amendment and Repeal

The implementation, additions, alterations and interpretation of CSR policy shall fall in the ambit and domain of CSR Committee which shall be the final authority in these matters. All major amendments or repeal of the policy shall require approval from the Board.

Schedule Vii Of The Companies Act, 2013 Regarding Corporate Social Responsibility
In this policy, unless the context otherwise require:
  1. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swatch Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water; and sanitation and making available safe drinking water.
  2. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects.
  3. 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.
  4. Ensuring environmental sustainability ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air, water including contribution to the Clean Ganga Fund setup by the Central Government for rejuvenation of river Ganga.
  5. Protection of national heritage, alt 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.
  6. Measures for the benefit of armed forces veterans, war widows and their dependents.
  7. Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports.
  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 classes, minorities and women.
  9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.
  10. Rural development projects.

The CSR committee in its First meeting held on 27th September 2016 approved this CSR Policy of the Company for implementation of the same on activities on priority basis covered under activity (i) to (vi) of Schedule VII to Companies Act, 2013 aforesaid.