COPELAND India

CORPORATE SOCIAL RESPONSIBILITY
POLICY DOCUMENT
ABSTRACT:The document outlines the Vision and Policy of Copeland India Private Limited, towards
Corporate Social Responsibility in accordance with Section 135 of the Companies Act 2013 andthe Rules thereunder.

Copeland India Private Limited
CORPORATE SOCIAL RESPONSIBILITY POLICYCOPELAND CORPORATE SOCIAL RESPONSIBILITY (CSR) PHILOSOPHY
Copeland in India through its initiatives relating to Corporate Social Responsibility (CSR)
philosophy contributes to creating long-term value for social and economic progress in India.
COPELAND CSR OBJECTIVE:
The objective of Copeland’s CSR philosophy in India is centered in ‘Making a Difference’ throughthe philanthropic initiatives the company undertakes. Copeland will constantly strive to be amore socially responsible company that creates forward-looking, far reaching and enduring
impact on the society.
Copeland shall inter alia undertake the CSR projects, programmes or activities in any of the fields
listed down below read with Schedule VII of the Companies Act, 2013, as may be in force fromtime to time:••

Eradicating hunger, poverty and malnutrition, [promoting health care including
preventive health care] and sanitation [including contribution to the Swach Bharat Koshset-up by the Central Government for the promotion of sanitation] and making available
safe drinking water.
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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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 andeconomically backward groups.
ensuring environmental sustainability, ecological balance, protection of flora and fauna,
animal welfare, agroforestry, conservation of natural resources and maintaining qualityof soil, air and water [including contribution to the Clean Ganga Fund set-up by theCentral Government for rejuvenation of river Ganga].
protection of national heritage, art and culture including restoration of buildings and sitesof historical importance and works of art; setting up public libraries; promotion anddevelopment of traditional art and handicrafts;
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, andtheir dependents including widows;
training to promote rural sports, nationally recognised sports, paralympic sports andOlympic sports
contribution to the prime minister's national relief fund [or Prime Ministers 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 theschedule caste, tribes, other backward classes, minorities and women;
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 orState Government; andContributions to public funded Universities; Indian Institute of Technology (IITs); National
Laboratories and autonomous bodies established under Department of Atomic Energy(DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST);
Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani,Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology
and other bodies, namely Defence Research and Development Organisation (DRDO);
Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR)
and Council of Scientific and Industrial Research (CSIR), engaged in conducting researchin science, technology, engineering and medicine aimed at promoting Sustainable
Development Goals (SDGs).]
rural development projects
slum area development
disaster management, including relief, rehabilitation and reconstruction activities.]

GOVERNANCE:
Overall governance of CSR and approving of the CSR Policy and projects will be the responsibilityof the Board of the Company. The CSR Committee of the Board will articulate the scope of CSR
activities of the Company in compliance with the CSR Policy. The CSR Monitoring Group consistingof nominated employees of the Company shall oversee the implementation of projects by theCompany.

CONSTITUTION OF CSR COMMITTEE:The CSR Committee is constituted in terms of Section 135 of the Companies Act, 2013 is as below.
The members of the CSR Committee are Mr. Sandeep Gupta
Mr. Richard CooteMr. Vineet Duggal

Managing Director
Director
Company Secretary & Sr. Director Legal &Distribution

The CSR committee will be responsible for:••••

Formulate and recommend to the Board a CSR Policy which shall indicate the activities to beundertaken by the company as specified in Schedule VII of the Companies Act, 2013
Recommend the amount of expenditure to be incurred on the CSR projects/programmes ascovered in this policy as specified in Schedule VII of the Companies Act, 2013;
Monitor the CSR Policy of the Company from time to time;
Formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy,
which shall include the following, namely:a) the list of CSR projects or programs that are approved to be undertaken in areas orsubjects specified in Schedule VII of the Act;b) the manner of execution of such projects or programs, whether by itself or throughanother entity as specified in Sub-Rule (1) of Rule 4 of the Companies (Corporate SocialResponsibility Policy) Rules, 2014;c) the modalities of utilization of funds and implementation schedules for the projects orprograms;d) monitoring and reporting mechanism for the projects or programs; ande) details of need and impact assessment, if any, for the projects undertaken by thecompany., provided that committee may recommend to the Board any alteration ofsuch plan during the financial year based on reasonable justification to that effect.

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The Committee may recommend engaging International Organizations for designing,monitoring and evaluation of the CSR projects or programs as well as for capacity building of
the Company’s personnel for CSR.
The Committee may recommend collaborating with other companies for undertaking CSR
activities.

DUTIES AND RESPONSIBILITIES OF THE BOARD:••The Board shall after taking into account the recommendations made by the CSR
Committee approve the CSR Policy for the company, disclose contents of such Policy in its
report and place it on the company's website
Ensure that the activities as are included in the CSR Policy of the company are undertakenby the company.

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The Board shall ensure that the Company spends, in every financial year, at least 2% of theaverage net profits of the company made during the 3 immediately preceding financial years,in pursuance of its Corporate Social Responsibility Policy;
If the Company fails to spend such amount, the Board shall, in its annual report, specify thereasons for not spending the amount, unless the unspent amount relates to any ongoingproject, and transfer such unspent amount to a Fund specified in Schedule VII, within aperiod of six months of the expiry of the financial year
In case of ongoing project, the Board shall monitor the implementation of the project withreference to the approved timelines and year-wise allocation and shall be competent tomake modifications, if any, for smooth implementation of the project within the overallpermissible time period.
The Board may alter any plan relating to CSR Projects /Programme during financial year on
the recommendation of its CSR Committee based on reasonable justification to that effect.
The Board shall review impact assessment and shall ensure that the same be annexed toAnnual Report on CSR.
The Board shall ensure to place the CSR policy on the Website of the Company.

CSR APPLICABILITY••

Copeland CSR Policy has been developed in compliance to Section 135 of the Companies
Act, 2013 on CSR and in accordance with CSR rules notified by the Ministry of Corporate
Affairs, Government of India as amended from time to time.
The Policy shall apply to all CSR projects/programme undertaken by the Company in India asper Schedule VII of the Companies Act, 2013.
The Policy shall be applicable to Copeland India and all its employees.

CSR BUDGET• Copeland contributes at least 2% of the average net profits of the Company made during the3 immediately preceding financial years, towards CSR initiatives. "Net profit" means the net
profit of the company as per its financial statement prepared in accordance with theapplicable provisions of the Companies Act, 2013, but does not include (i) any profit arisingfrom any overseas branch or branches of the company, whether operated as a separate
company or otherwise and (ii) any dividend received from other companies in India, which
are covered under section 135 of the Act:• The CSR Budget shall be utilized for carrying out Projects / Programs relating to activities
specified in Schedule VII to the Act including multi – year Projects / Programs of not morethan 3 years duration excluding the Financial year in which it was commenced. It shall also
include such project that was initially not approved as a multi-year project but whoseduration has been extended beyond one year by the Board based on reasonable
justification; but shall not include:(i) activities undertaken in pursuance of normal course of business of the company;(ii) any activity undertaken by the company outside India except training of Indian sports
personnel representing any State or Union territory at national level or India atinternational level;(iii) contribution of any amount directly or indirectly to any political party under section 182of the Act;(iv) activities benefitting employees of the company as defined in clause (k) of Section 2 of
the Code of wages, 2019 (29 of 2019);(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 inforce in India;
CSR EXPENDITURE•The Board shall ensure that the administrative overheads shall not exceed 5% percent of
total CSR expenditure of the company for the financial year. Administrative Expenses means
expenses incurred by the company for ‘general management and administration’ of CSR
functions in the company but shall not include the expenses directly incurred for thedesigning, implementation, monitoring, and evaluation of a particular CSR project orprogram.

•Any surplus arising out of the CSR activities shall not form part of the business profit of thecompany and shall be ploughed back into the same project or shall be transferred to theUnspent CSR Account and spent in pursuance of the CSR policy and the annual action planof the company or transfer such surplus amount to a Fund specified in Schedule VII, withina period of six months of the expiry of the financial year.

•In case the company spends an amount in excess of the CSR budget, such excess amount
may be set off against the requirement to spend up to immediate succeeding three financial
years subject to the conditions that –(i) the excess amount available for set off shall not include the surplus arising out of theCSR activities, if any,(ii) the Board of the company shall pass a resolution to that effect.

•The CSR amount may be spent by a company for creation or acquisition of a capital asset,
which shall be held by –(i) a company established under section 8 of the Act, or a Registered Public Trust orRegistered Society, having charitable objects and having CSR Registration Number(ii) beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities;or(iii) a public authority:

UNSPENT AMOUNT:•

Related to Ongoing Projects:(i) Any amount remaining unspent pursuant to any ongoing project, shall be transferred by
the company within a period of thirty days from the end of the financial year to a special
account to be opened by the company in that behalf for that financial year in anyscheduled bank to be called the “Unspent Corporate Social Responsibility Account”(ii) Such amount shall be spent by the company in pursuance of its obligation towards theCSR Policy within a period of three financial years from the date of such transfer, failingwhich, the company shall transfer the same to a Fund specified in Schedule VII, within aperiod of thirty days from the date of completion of the third financial year.

•Related to Other Projects(i) if the company fails to spend the CSR budget of the year, the Board shall, in its report,
specify the reasons for not spending the amount and, unless the unspent amount relates
to any ongoing project, transfer such unspent amount to a Fund specified in ScheduleVII, within a period of six months of the expiry of the financial year. Until a fund isspecified in Schedule VII for the purpose of transfer of unspent amounts, the unspent
CSR amount if any, shall be transferred by the company to any fund included in Schedule
VII of the Act.

IMPACT ASSESSMENT:• The Company shall, on exceeding the average CSR obligation in the 3 immediately preceding
financial years, by 10 crore rupees or more, undertake impact assessment, through an
independent agency, of its CSR projects having outlays of 1 crore rupees or more, and whichhave been completed not less than one year before undertaking the impact study.
• The impact assessment reports shall be placed before the Board and shall be annexed to theannual report on CSR.
• The expenditure towards the impact assessment may book the expenditure towards CSR forthat financial year, which shall not exceed 5% percent of the total CSR expenditure for that
financial year or 50 lakh rupees, whichever is less
IMPLEMENTATION:• The Company shall undertake CSR activities (new and ongoing) in line with the activities
specified in Schedule VII of the Companies Act 2013, by itself or through another entity
having track record in CSR implementation as per the rules made u/s.135 of Companies Act,2013.
• The Board of a company shall satisfy itself that the CSR funds have been utilized for thepurposes and in the manner as approved by it and that the Chief Financial Officer or theperson responsible for financial management has certified to that effect.

• In case of ongoing project, the Board shall monitor the implementation of the project withreference to the approved timelines and year-wise allocation and shall be competent tomake modifications, if any, for smooth implementation of the project within the overallpermissible time period. However, the Board may alter such plan at any time during thefinancial year, as per the recommendation of its CSR Committee, based on reasonable
justifications to that effect.
• The Company shall utilize the amount earmarked for CSR activities only in India• The Company shall give preference to the local areas in and around its Head Office and itsbranch offices for CSR implementation• Where the Projects/Programs are implemented by the Company itself, a nominated CSR
Monitoring Group consisting of company employees shall oversee the implementation• The Chief Financial Officer shall certify to the Board that funds disbursed for CSR activities
are utilized in the manner approved by Board of Director.
IMPLEMENTATION PARTNERS:• CSR initiatives will be implemented either directly by the Company through its employees or
through implementing partners which include NGOs having an established track record incarrying out CSR activities. The selection of the implementation partner will be based on thecompany’s internal screening criteria to ascertain the entity’s credibility and its ability toexecute the proposed projects.
The following minimum criteria will be ensured while selecting the implementation partner
for programme execution:a) The entity is a Company established by the Company either singly or along with another
Company under section 8 of the Companies Act, 2013 or the Company is established by
the Central Government or State Governmentb) The entity is a registered public trust or a registered society registered under section 12A
and 80G of the Income Tax Act, 1961 (43 of 1961)c) The entity is established under an Act of Parliament or a State legislatured) The entity has an established track record of at least three years in undertaking similaractivities.
e) The entity engaged for Projects on or after 1st April 2021 has the unique CSR Registration
number from the Central Governmentf) The entity has a permanent office / address in Indiag) The entity has a valid Income Tax Exemption Certificate (to be checked whether thisclause is required)h) The entity has submitted a detailed project proposal and budget which has been
approved by the CSR Committee.

i) The company may engage international organizations for designing, monitoring andevaluation of its CSR projects or programs, as well as for capacity building of their own
personnel for CSRj) The company may also collaborate with other companies for undertaking projects orprograms 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.
MONITORING:
The CSR Monitoring Group meeting shall convene periodically to assess the progress of theapproved CSR projects. The CSR Monitoring Group shall keep the CSR Committee posted on
the progress and budget outgo for each project.
(i) The CSR Committee shall take periodical review of the CSR strategy andimplementation progress and may recommend new focus areas and projects as andwhen required to the Board.
(ii) The Board of Directors shall review the progress of CSR activities at least Six monthly.
DISCLOSURE:(i)

The Company shall include in its annual report, the disclosures as prescribed underSection 135 of the Companies Act, 2013 and its subsequent amendments.The above
information shall also be displayed on the Company’s website.

(ii) The Board of Directors of the Company shall mandatorily disclose the composition ofthe CSR Committee, the CSR Policy and the Projects approved by the Board on theCompany’s website, for public access.
EFFECTIVE DATE: February 1, 2024

CONTACT:For queries related to the CSR Policy, please contact to us at:Vineet.duggal@copeland.com