Sustainability

Short Title & Applicability

Vinyl Products Private Limited (hereinafter referred to as “VPPL”) has developed a Corporate Social Responsibility Policy (hereinafter to be referred as ‘CSR Policy’) in alignment with its objective, principles and values, for delineating its responsibility as a socially and environmentally responsible corporate citizen. The Policy lays down the principles and mechanisms for undertaking various programs in accordance with Section 135 of the Companies Act 2013.

This policy encompasses the company’s commitment to create large environmental and societal value as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for the welfare & sustainable development of the community at large.

This policy shall be applicable to all CSR initiatives and activities undertaken by VPPL directly or through entities as mentioned in rule 4 of the Companies (Corporate Social Responsibility) Amendment Rules, 2019 for the benefit of different segments of the society.

This Policy shall be read in line with Section 135 of the Companies Act 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014, Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and such other rules, regulations, circulars, and notifications (collectively referred hereinafter as ‘Regulations’) as may be applicable and as amended from time to time.

Definitions

(a) “Act” means the Companies Act, 2013;

(b) “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;

(c) “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 these rules, but shall not include the following, namely:-

(i) activities undertaken in pursuance of normal course of business of the company: Provided that any company engaged in research and development activity of new vaccine, drugs and medical devices in their normal course of business may undertake research and development activity of new vaccine, drugs and medical devices related to COVID-19 for financial years 2020-21, 2021-22, 2022-23 subject to the conditions that-

(a) such research and development activities shall be carried out in collaboration with any of the institutes or organisations mentioned in item (ix) of Schedule VII to the Act; 2

(b) details of such activity shall be disclosed separately in the Annual report on CSR included in the Board’s Report;

(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 as defined in clause (k) of section 2 of the Code on 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 in force in India;

(d) “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act;

(e) “CSR Policy” means a statement containing the approach and direction given by the board of a 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; (f) “Ongoing Project” means a multi-year project undertaken by a Company in fulfilment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced, and shall include 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 Act and/or rules shall have the same meanings respectively assigned to them in the Act or rules.

CSR Vision Statement

The core vision of the Company’s CSR policy is to create a meaningful and a lasting contribution to the society from which it draws its resources by extending helping hand to the needy and the underprivileged through social projects.

Corporate Social Responsibility is the commitment of business to contribute for economic development that is sustainable, facilitating greater and more inclusive prosperity. It is the contribution of the corporate sector for philanthropic causes like education, health, water, environment and community welfare.

CSR Objectives

The Company will undertake social projects that benefit the rural communities and enhance the quality of life, health care of residents and their economic well-being in a focused manner, for maximum positive impact.

The Company will encourage and recognize its employees for volunteering in the community by serving and sharing their expertise and skill.

Validity of CSR Policy

The Board may amend the CSR policy as may be required from time to time.

CSR Programme Areas

The Company will focus primarily on the following programmes:

Contributing to projects for eradication of hunger, poverty and
Undertake projects promoting primary healthcare needs, hygiene and sanitation in rural areas.

Promoting education and employment, vocational training either directly by the company or by funding Non-Government Organizations (NGO’s) / educational institutions / trusts / organizations involved in promotion of e

To educate and guide Indian farmers on recent agricultural practices, new products and technology solutions that can sustainably improve crop and livestock yields and ensure animal welfare.

Provide contribution to technology incubators located within academic institutions which are approved by the Central Government for improving technology in dairy industry for sustainable benefit of the society at large.

Contribution to projects relating to water supply including making available safe drinking water.

Ensuring environmental sustainability by contributing to projects relating to protection of environment, agro forestry, conservation of natural resources etc.

Contribution to the Prime Minister’s National Relief Fund, Prime Minister’s Central assistance and relief in emergency situations Fund (PM CARES Fund) or any other fund set up by the Central Government for socio economic development.

Infrastructure development by way of contribution to rural electricity projects, renewable energy by providing solar lights, laying and maintaining roads etc.

Contribution to projects relating to slum area developments either directly or through NGOs.

Grant / donation / financial assistance / sponsorship to reputed Trusts and NGOs for disaster management including relief, rehabilitation and reconstruction activities and society upliftment.

The CSR committee is authorized to also consider other CSR activities which are not included in this list.

CSR Budget Allocation and CSR Expenditure

For achieving the CSR objectives through implementation of meaningful and sustainable CSR Projects, the CSR Committee will allocate for its Annual CSR Budget, 2% or more of the average net profits of the Company made during the three immediately preceding financial years, calculated in accordance with the relevant provisions of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Board shall ensure that the administrative overheads shall not exceed five percent of total CSR expenditure of the company for the financial year.
Any surplus arising out of the CSR activities shall not form part of the business profit of the company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the company or transfer such surplus amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year.
Any amount remaining unspent pursuant to any ongoing project, undertaken by the company in pursuance of its Corporate Social Responsibility Policy, shall be transferred by the company within a period of 30 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 any scheduled bank to be called the Unspent Corporate Social Responsibility Account, and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.
In case the company spends an amount in excess of at least 2% of the average net profits of the Company made during the three immediately preceding years (as per sub-section (5) of section 135), such excess amount may be set off against the requirement to spend under sub-section (5) of section 135 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 the CSR activities, if any, in pursuance of sub-rule (2) of Rule 7 of the Companies (Corporate Social Responsibility) Amendment Rules, 2021. (ii) the Board of the company shall pass a resolution to that effect. (iii)The CSR amount may be spent by the company for creation or acquisition of a capital asset, which shall be held by –

a company established under section 8 of the Act, or a Registered Public Trust or Registered Society, having charitable objects and CSR Registration Number under sub rule (2) of rule 4; or

beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or
a public authority:

Provided that if any capital asset created by the Company prior to the commencement of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, shall within a period of one hundred and eighty days from such commencement comply with the requirement of this rule, which may be extended by a further period of not more than ninety days with the approval of the Board based on reasonable justification.

Implementation Process

The Company’s projects will be implemented in a time-bound manner with clear objectives, plan, targets and robust monitoring and evaluation mechanisms.
The Company’s ongoing CSR projects will be aligned to the Policy.
The mode of implementation of project activities identified under CSR include a combination of direct implementation by the Company under Approved Projects or through specialized agencies, which could include the Trust of the Company, Voluntary Organizations (NGO’s), Recognized Institutes /Academic Institutions, Trusts, Registered Societies, Business Partners, Self Help Groups, Mahila Mandals, Professional Consultancy organization
For CSR projects, the time-frame and periodic milestones should be finalized at the time of approval of the Project.
The Company will use services of expert agencies, consultancy firms etc. wherever required for carrying out base line surveys, guidance on project design and implementation, impact assessment surveys etc.
The heads of the respective teams managing CSR projects will be authorised to sign memorandum of understanding (MOUs)/ Agreements with the implementing partners after taking approvals.

Roles and responsibilities

The Board:

The Board of Directors of the Company will be responsible for:

Approval of the CSR Policy of the Company.
Disclosing the content of the Policy in its report and place the Policy on the Company’s website in such a manner as prescribed under Section 135 of the Companies Act 2013 read with the CSR Rules.
Ensuring that the social projects included in the Policy are undertaken by the Company.
Ensuring that the Company spends, in every financial year, atleast 2% of the average net profits of the Company made during the three immediately preceding financial years in pursuance of the Policy.
Ensuring that it specifies the reasons in its report for not spending the earmarked amount in case the Company fails to spend such amount

CSR Committee

The Company shall constitute CSR Committee as and when its CSR Expenditure exceeds Rs. 50 Lakhs in a particular Financial Year.

Monitoring and Reporting

Project monitoring

The Company will institute a well-defined monitoring and evaluation mechanism to ensure that each social project has:

Clear objectives developed out of the societal needs that are determined through baseline studies and research.
Clear targets, time lines and measureable parameters wherever possible.
A progress monitoring and reporting framework that is aligned with the requirements of section 135 of the Companies Act and the CSR Rules.

The CSR progress shall be Annually monitored by the Board.

Budget monitoring:

The Company will establish an accounting system to ensure project wise accounting of CSR spends.

Reporting framework:

The Company will monitor progress on CSR projects and CSR spend and report to the management annually.
The Company will report CSR performance in its annual report as per the structure and format prescribed in the notified CSR Rules.

Conclusion

In case of any doubt with regard to any provision(s) of the policy, a reference can be made to the Board of Directors. In all such matters, the interpretation & decision of the Board of Directors shall be final.

Any or all provisions of the CSR Policy would be subject to revision/amendment in accordance with the guidelines as may be issued by Government, from time to time.

The Board will review the policy from time to time based on changing needs and aspirations of the target beneficiaries and make suitable modifications, as may be necessary.