CSR POLICY 1. Context Kiran Gems Private Limited, a company converted under Part IX from a Partnership Firm formally known by name & Style of M/s. Kiran Exports (herein after referred as “the Company”) is a Company founded by Mr. Vallabhbhai S. Patel and Mr. Mavjibhai S. Patel, who believe that community and society are also the reasons for the survival and existence of Business. The Company and its directors were and are doing so many philanthropy activities in different fields and now first time in India philanthropy activities has been guided by statutory force by section 135 of the Companies Act, 2013 (hereinafter referred as “the Act”). In case of our Company and its directors, who never lost their sight of commitment towards the Society and believes in giving back to the society. 2. Applicability The Company is governed by the provisions of the CSR Policy at all such time during which the Company fulfills the following requirements specified in Section 135(1) of the Act. The provisions of Section 135(1) of the Act shall apply to every Company having; Net worth of Rupees Five Hundred Crore or more; or Turnover of Rupees One Thousand Crore or more; or Net profit of Rupees Five Crore or more during any of the three preceding financial year. The provisions of Section 135 of the Act shall cease to apply when the Company does not fulfill the criteria in that section for a period of three consecutive years In case of our Company and its directors, who have already undertaken so many Social Activities in the past, however in the light of provisions of Section 135 of the Act and Rule framed thereunder, the Board of Directors of our Company, on recommendation of CSR Committee, has approved and adopted this Corporate Social Responsibility Policy (CSR Policy). 3.Objectives Of The Policy The Ministry of Corporate Affairs has formally introduced the concept of Corporate Social Responsibility in the Indian Corporate sphere by way of Section 135 of the Act. This Policy has been made in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the Act and such other rules, regulations, circulars, and notifications (collectively referred hereinafter as ‘Regulations’) as may be applicable and as amended from time to time and will inter-alia, provide for the following: Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company’s profits for social projects. Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures, reporting and monitoring process. Creating opportunities for employees to participate in socially responsible initiatives. 4.Definations In this Policy unless the context otherwise requires: ‘Act’ means the Companies Act, 2013; ‘Corporate Social Responsibility’ means Corporate Social Responsibility (CSR) as defined in Section 135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014 and amendments made thereto from time to time; ‘Net Profit’ means net profit as defined in Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 as set out below: Net Profit as per financial statements prepared in accordance with the applicable provisions of the Act, 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. “CSR Committee” means the Corporate Social Responsibility Committee of the Company set up in pursuance of the Section 135 of the Act. “CSR Partners” means a Trust, Societies, or Section 8 Companies operating in India, which are not set up by the Company. Words and expressions used in this CSR Policy and not defined herein but defined in the Act shall have the meaning respectively assigned to them in the Act. 5.Concept Of CSR Activities To Be Undertaken This policy recognises that corporate social responsibility is not merely compliance; it is a commitment to support initiative that measurably improve the lives of the underprivileged by ensuring the social wellbeing of the communities in the vicinity of its business operations by one or more of the following focus areas as notified under Kiran Gems Private Limited section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. Shree. Vallabhbhai Patel, Chairman, Kiran Gems Pvt. Ltd supports the families of ‘Bharat ke Veer’. - 21/12/2017 Kiran Gems Organised Blood Donation Drive In Support Of Humanity - 13-7-2015 Kiran Gems Participates in Swachh Bharat Abhiyan through conducting Cleaning drive at Juhu beach in Mumbai. Kiran Gems Contributes to Female Education Program Kiran Gems organized Blood Donation Camp in Support of Humanity. - October 10, 2014 Eradicating hunger, poverty and malnutrition, promoting preventive health care and 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; Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups; Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water; 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 arts and handicrafts: Measures for the benefit of armed forces veterans, war widows and their dependents; Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports; 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; Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government; Rural development projects. CSR activities shall be undertaken as projects, programs of activities (either new or ongoing) excluding activities undertaken in pursuance of the normal course of business of the Company. Mode Of Performing Activities The CSR activities of the Company shall be carried out by any of the following ways: The Company may undertake CSR activities through a trust or registered society or a company established under Section 8 of the Act by the Company either singly or along with its holding or subsidiary or associate company, or along with any other Company or holding or subsidiary or associate company of such other company or otherwise by the Company either singly or along with it holding or subsidiary or associate company of such other company or otherwise. The Company may also conduct/ implement its CSR programs/ projects through Trusts, Societies or Section 8 Companies operating in India, which are not set up by the Company itself, only if such CSR Partner have an established track record of at least three years in carrying on activities in the area recommended by the CSR Committee or CSR Council and which also satisfy the conditions laid down in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Board has identified Trust/ Societies and Companies as its CSR Partners, which is marked as Annexure – 1. The Company may collaborate or pool resources with other companies to undertake Projects, Programs or CSR activities in abovementioned Trust/ Societies. However, the reporting of the CSR projects or programs so undertaken must be done by the Company, at all times, individually on a standalone basis and not in conjunction with the Companies with whom the Company has collaborated. Implementation Of CSR Activities The CSR Committee in consultation of the Board of Directors of the Company shall identify suitable projects/programs for implementation in line with objectivities of this Policy and requirements laid down under the Regulations. The projects/programs would be executed directly by the Company and/or along with employee engagements and/or through CSR Partners(s). The project may be divided into two main categories – Direct Project Funding and Employee Engagement. The CSR Committee along with CSR Partners will assess followings: Project Objectives Baseline Survey for outcome of the Project may be measured. Implementation Schedules – Timeline for milestones of the Project may be prescribed and agreed. Responsibilities and authorities. Expected Result and Measurable Outcome. The Indicative Partners and extent philanthropic initiatives are the part of this policy. The Committee is authorised to add to these partners and projects / programs thereunder for undertaking CSR activities hereunder. However, such CSR Partners shall be bound to follow the instructions of the Company with respect to utilization of the Funds allocated to CSR by the Company and shall adhere to the monitoring and reporting mechanism of the Company, as may be prescribed by the Company from time to time. A list of the CSR Project/ Programs which the Company plans to undertake during the implementation year will be laid down before the Committee, specifying modalities of execution in the areas/ sectors chosen and implementation schedules for the same. The CSR Council consisting employees of the Company, who shall assist to the CSR Committee in achieving the objectives and purpose of CSR Policy and ensure compliance of the Act. The Board and CSR Committee shall ensure that the CSR activities shall not fall within purview of its ordinary course of its business. CSR Committee shall develop the innovative solutions to address large-scale societal problems by utilizing the competence of our Company with or without the help of employees of the Company, however the CSR Committee may implement the projects / programs which have been approved by the CSR Committee with the help of the CSR partners of government bodies, departments and authorities. CSR Committee may support any large-scale causes such as disaster relief or any other cause of natural calamities. CSR Expenditure CSR Expenditure of the Company shall only include: Expenditure towards projects and programs relating to CSR activities. Contribution to Corpus for projects or programs relating to CSR activities. Expenditure towards training the Company’s personnel as well as the personnel of CSR Partners and Member of CSR Council through institutions with eatablished track records of atleast three financial years provided that any such expenditure, including expenditure on administrative overheads, does not exceed 5% of the total CSR expenditure of the Company in any one financial year. Tax treatment of expenditure on CSR will be in accordance with the Income Tax Act, 1961 as may be notified by Central Board of Direct Taxes (CBDT). Contribution of any amount directly or indirectly to any political party under Section 182 of the Act, shall not be considered as CSR activity. 6.Geographic Reach The Act provides that the Company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility. The Company will thus give preference to conducting CSR activities in the State of Maharashtra and Gujrat. However, the Committee may identify such areas other than stated above, as it may deem fit, and recommend to the Board for undertaking CSR activities. 7.Funding And Allocation The Company would spend not less than 2% of the average Net Profits of the Company made during the three immediately preceding financial years. The surplus arising out of the CSR activity will not be part of business profits of the Company. The Corpus would thus include the 2% of average net profits, as aforesaid, any income arising therefrom and surplus arising out of CSR activities. The Company may build CSR capacities of its personnel and/or those of its implementing agencies through Institutions with established track records of at least three financial years but such expenditure shall not exceed five percent of total CSR expenditure of the Company in one financial year. However, if the Company ceases to be covered under sub-section (1) of Section 135 of the Act for three financial years, then it shall not be required to, comply with the provisions laid down under sub-section (2) to (5) of the said section, till such time it meets the criteria specified in subsection (1) of the Act. The amount of expenditure that the Company must undertake on its CSR Activities shall be recommended by the CSR Committee. Any unutilised CSR Allocation of particular year shall be carried forward to the following year, i.e. the CSR Budget will be non-lapsable in nature. All reasonable efforts will be made to ensure that the annual CSR allocation is fully utilized in the respective year, however if Company fails to spend such amount, the Board of Directors shall, in its report under clause (o) of sub-section (3) of section 134 of the Act, shall specify the reasons for not spending the amount. Any surplus generated from CSR projects undertaken by company will be tracked and channelized into our CSR corpus. These funds will be further used in Kiran Gems Private Limited development of the CSR projects and will not be added to the normal business profits. 8.CSR Committee And CSR Council CSR Committee The Company has decided to constitute CSR Committee in following manner. That is following Directors are being appointed in CSR Committee: Sr. No. Names Chairperson/Member 1. Shri. Babubhai Shamjibhai Lakhani Chairperson 2. Shri. Mavjibhai Shamjibhai Patel Member 3. Shri. Dinesh Mavjibhai Lakhani Member The Committee will meet atleast twice in a year to discuss and review CSR activities and Policy. A quorum of two members is required to be present for the proceedings to take place. The Committee members may attend the meetings physically or via such audio-visual means as permitted under the Act. The CSR Committee will recommend the amount of expenditure to be incurred on the activities of CSR enlisted in the CSR Policy and monitoring the CSR Policy of the Company from time to time. A member of the CSR Committee may resign by a written notice stating the reasons for such resignation, addressed to the Board of Directors of the Company. The resignation shall be effective from the date of acceptance of the resignation in the meeting of the Board of Directors or after 30 days from the date of the resignation, whichever is earlier. In case of the resignation of any member of the CSR Committee, the Board of Directors shall appoint a new member to fill the vacancy created as such within reasonable time. The new member shall be appointed in accordance with the constitution requirements of the CSR Committee under the Act. The CSR Committee will review the philanthropic activities of the Company and will provide progress update to the Board of Directors every six months or such other intervals as deemed fit. The CSR Committee shall prepare the transparent monitoring mechanism for ensuring implementation of the projects / programs / activities proposed to be undertaken by the Company. The CSR Committee shall have the authority to obtain professional advice from external sources and have full access to information contained in the records of the Company as well as the powers to call such employee(s), senior official(s), Representative of CSR Partners, external consultant or such other persons and for such purpose as may be deemed expedient for the purpose of accomplishments of overall CSR Objectives laid down under the Act. All the decisions of the CSR Committee shall be taken by way of a Resolution passed by a majority of members of the Committee present and voting. CSR Council The CSR Council is the extant framework, as on the date of approval of this Policy by the Board of Directors of the Company, which were carrying the CSR activities of the Company prior to this policy with consultation with the Board of the Directors of the Company. The said council consisting of the employees of the Company and such other persons, who shall assist the CSR Committee in achieving the Objectives and purpose of the CSR Policy and ensure compliance of the Act. The Chairperson and Members and CSR Council are as follows: Sr. No. Names Chairperson/Member 1. Shri. Babubhai Shamjibhai Lakhani Chairperson 2. Shri. Mavjibhai Shamjibhai Patel Member 3. Shri. Dinesh Mavjibhai Lakhani Member The Chairperson of the Council shall place periodic reports about the CSR activities undertaken and status thereof, before the CSR Committee at such intervals as may be directed by the Committee. The Council shall work as per the directions of the CSR Committee. A member of the CSR Council may resign by a written notice stating the reasons for such resignation, addressed to the CSR Committee of the Company. In case of the resignation of any member of the CSR Council, the CSR Committee may appoint a new member to fill the vacancy created as such within reasonable time. CSR Committee has power to appoint any members in the CSR Council, such as any external professionals or persons, who are in the employment with or recommended by the CSR Partners, for supporting causes identified by the CSR Committee. CSR Committee has power to remove any or all members of the CSR Council. CSR Council may plan and carry out workshops to increase employee awareness on various projects and initiatives. CSR Council shall adhere the instructions and directions of CSR Committee, however CSR Council shall immediately inform to the Chairman of the CSR Committee for any change into the plan or idea for implementation of any particular project or program needs to be done. 9.Monitoring Appropriate documentation and amendments of the CSR Policy, Annual CSR activities, reports on execution by CSR Partner(s) and expenditures will be undertaken on a regular basis and same will be available to the Board of Directors of the Company. The CSR Committee and the CSR Council shall report in respect of the status and implantation of the programs/ projects to its respective reporting authorities as stated in point 8 hereinabove. Initiatives undertaken on the CSR front will be reported in the Annual Report of the Company. The CSR Committee, the CSR Council and External Professionals authorised by it, which will conduct due diligence checks on the current projects/ partners on quarterly basis and report anomalies, if any, immediately. Based on the analysis of Current projects, carry out road maps, planning for allocation of budget and selection of projects. The same shall be done atleast once in a financial year. Plan and publish annual calendar of major events so as to strive for maximum participation of stakeholders. 10.Amendments The Board of Directors on its own and/ or as per the recommendations of CSR Committee can replace or amend this policy, as and when required and as deemed fit. Any or all the provisions of the CSR Policy would be subject to revision/ amendment in accordance with the Regulations on the subject as may be issued from relevant statutory authorities, from time to time. Miscellaneous Any surplus which may arise in pursuance of the CSR Activities shall not form part of the business profit of the Company. CSR projects or programs or activities undertaken outside India shall not form as CSR Activities. CSR Projects or programs or activities that only benefit the employees of the Company and their families shall not form as CSR Activities. All the members of the CSR Committee, the CSR Council, the CSR Partners, Employees, External Professionals and other person connected and attached with this CSR Policy must follow norms of confidentiality, if and as applicable. The Content of such Policy shall disclose in Board report and the same shall be displayed on the Company’s website, if any, as per the particulars specified in the Annexure-3. Vigil Mechanism Policy Back To News