Corporate Social Responsibility Policy

Philosophy & Vision

KPL International Limited has been an early adopter of Corporate Social Responsibility (‘CSR’) initiatives. Along with sustained economic performance, the Company has upheld its tradition of community service and tried to reach out to the underprivileged in order to empower their lives and provide holistic development. The Company’s focus has always been to contribute to the sustainable development of the society and environment.

In accordance with Section 135 of the Companies Act, 2013 (“the Act”) read with the Companies (Corporate Social Responsibility) Rules, 2014 (“the Rules”), the Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (“CSR Committee”) to formulate and recommend to the Board of Directors the CSR Policy indicating the activities to be undertaken and the amount of expenditure for the CSR activities etc..

Pursuant to the provisions of Section 135 of the Companies Act, 2013 (“the Act”) read with the Companies (Corporate Social Responsibility) Rules, 2014 (“the Rules”), as amended by notification dated 22nd January, 2021, this CSR Policy is approved by the Board of Directors on the recommendation of CSR Committee.

Defination

In this Policy, unless the context otherwise requires or if something is not defined, the following words, term, expressions and derivations therefrom shall have the meanings assigned to them in the Act:

• Act" means the Companies Act, 2013, as amended including notifications and rules made thereunder;
• “Administrative overheads” ” means the expenses incurred by the Company for ‘general management and administration’ of Corporate Social Responsibility functions in the Company but shall not include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular Corporate Social Responsibility project or programme;
• “Board” means the Board of Directors of the Company;
• “Corporate Social Responsibility (CSR)” means the activities undertaken by a Company in pursuance of its statutory obligation laid down in section 135 of the Act in accordance with the provisions contained in the Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any amendment thereto or re-enactment thereof);
• “CSR Committee” means the Corporate Social Responsibility Committee of the Board of Directors of the Company, referred to in section 135 of the Act;
• “CSR Policy” means this Policy, containing the approach and direction given by the Board of Directors of the Company, taking into account the recommendations of its CSR Committee, and includes guiding principles for selection, implementation and monitoring of activities as well as formulation of the annual action plan;
• “Net Profit” means the net profit of the Company as per its financial statement prepared in accordance with the applicable provisions of the Act;
• “Ongoing Project(s)” means a project as defined under Rule 2 of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

Corporate Social Responsibility Committee

Composition

The Corporate Social Responsibility Committee (‘CSR Committee’) shall consist of three or more Directors amongst whom at least one shall be an Independent Director. The Company Secretary shall act as the Secretary to the Committee. The details of the composition are as under:

Meetings

The Committee shall hold meeting as and when required, to discuss various issues on implementation of the CSR Policy of the Company.

The Committee shall periodically review the implementation of the CSR Programmes and issue necessary direction from time to time to ensure orderly and efficient execution of the CSR programmes in accordance with this Policy.

It would be the responsibility of the CSR Committee to periodically keep the Board apprised of the status of the implementation of CSR activities.

Responsibility Of The Committee

The responsibilities of the CSR Committee include:

• To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 (as amended from time to time).
• Holding regular meetings of CSR Committee to discuss and deliberate upon the progress of the CSR activities and any change that needs to be informed to the Board for its approval;
• Recommending the amount of expenditure for the CSR activities in a Financial Year.
• Monitoring CSR Policy activities from time to time, and
• Any other matter/thing as may be considered expedient by the Members of the Committee in furtherance of and to comply with the CSR Policy of the Company.

Responsibility Of The Board

• The Board of the Company will be responsible for:
• Constituting a CSR Committee and disclose the composition of CSR Committee;
• Approving the Company’s CSR Policy, consider CSR Annual Action Plan as recommended by the CSR Committee;
• Place the CSR Policy on the Company’s website.
• Ensure implementation of the activities under CSR
• Ensure expenditure of requisite amount on CSR every year as per law.
• Disclose reasons for not spending the amount (if applicable) in the Annual Report to the Shareholders of the Company.
• Ensure that the administrative overheads are not more than 5% of the total CSR Expenditure
• Ensure that the funds so disbursed have been utilized for the purposes and in the manner as approved by Board / CSR Committee and the Chief Financial Officer shall certify to the effect.
• Approve transfer of unspent CSR Amount in accordance with the law.

CSR Programmes/Projects/Focus Area

In accordance with the requirements under the Act, Company’s CSR activities, amongst others, will focus on:

Health

Maternal and child health and nutrition, early child care and development, adolescent health and hygiene and community health and hygiene in underserved areas and among underprivileged sections.

Education

Access to quality education with level-appropriate reading and writing ability, and mainstreaming drop-out children through in-school and outside school interventions for underprivileged children. Creating child friendly environment in government and government aided schools by providing infrastructure in the form of classrooms, water and sanitation facilities, libraries, playgrounds, computers, etc.

Community Development & Skill Development

Access to basic civic amenities, such as, safe drinking water, appropriate and adequate sanitation facilities for underprivileged communities. Protection of child rights, women empowerment, and skill development of youths from underprivileged communities for improving their employability.

Expeniture On The CSR Activities

The Company shall endeavour to spend in every financial year not less than the minimum amount specified in the Companies Act, 2013 Act read with Companies (Corporate Social Responsibility) Rules, 2014, towards fulfilling its CSR obligation which will also be monitored by the CSR Committee. The CSR Committee will recommend the amount of expenditure to be incurred on CSR activities.

In case, due to the nature of such CSR activities, projects or programmes or for any other reason, the said amount or any part thereof could not be spent within the financial year, then the Board of Directors will specify the reasons for the same in its Report.

The amounts spent in pursuance of any business obligation of the Company or in normal course of business of the Company or for the sole benefits of employees and/or their families shall not be treated as expenditure incurred towards CSR obligations.

In case any surplus arises out of Company’s CSR projects, such surplus shall not form part of the business profits of the Company.

Implementation Of CSR Activities

The Board shall ensure that the CSR activities are undertaken by the Company itself or through:

• a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company, or
• a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or
• any entity established under an Act of Parliament or a State legislature; or
• a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.

The Company may also collaborate with other companies, including its own group companies, for undertaking projects or programs or CSR activities in such a manner that the CSR committees of respective companies are in a position to report separately on such projects or programs in accordance with the applicable rules.

The CSR Committee shall have the discretion to specify or modify the modalities of execution of CSR projects or programmes and to determine the implementation schedules.

The CSR activities shall be undertaken within India

Monitoring & Evaluation

The CSR Committee shall periodically monitor and evaluate the performance of the Projects and the achievement of targets.

The Committee shall seek statements and reports on the progress of each of CSR Projects from the CSR Cell on a periodical basis.

The Committee shall periodically review and discuss the progress of each Project undertaken including spending thereon and make any decision including allocation/ reallocation of funds, with respect to the Project which it thinks fit and recommend the same to the Board of Directors for approval.

The Board of a company shall satisfy itself that the funds so disbursed have been utilised for the purposes and in the manner as approved by it and the Chief Financial Officer or the person responsible for financial management shall certify to the effect.

In case of ongoing project, the Board of a Company shall monitor the implementation of the project 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.

CSR Annual Action Plan (CAAP)

CSR Annual Action Plan (CAAP) The CSR Committee shall formulate and recommend to the Board of Directors, a CAAP in pursuance of this Policy, which shall include focus areas for the year, the list of projects to be undertaken, manner of execution, fund utilization, monitoring mechanism, etc. The Board of Directors may approve the CAAP with such further conditions as it deems fit and further alter CAAP at any time during the financial year, as per the recommendation of the CSR Committee, based on the reasonable justification to that effect.

Statutory Amendment

Any amendments to the provisions of the Companies Act, 2013 relating to CSR and/or Companies (CSR Policy) amendment Rules, 2014 shall be deemed to be incorporated in this policy and the CSR Committee will be authorized to do all necessary acts to give effect to such changes.