Introduction
Cloudkaptan Consultancy Services Private Limited (“the Company") was incorporated under the provision of the Companies Act, 2013 on 21st November, 2014 having registered office at Greenwood Sonata, Flat- 9H, HIG-III, New Town Kolkata Parganas North WB 700157. The CSR Policy of the Company believes in integrating its business values and operations to meet the expectations of its stakeholders and the society at large. As per the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, all qualifying companies are required to spend at least 2% of its average net profits made during the three immediately preceding financial years. The Company is also covered under the purview of the said provisions. The terms used in this Policy will have the same meaning as ascribed to in the provisions of the Companies Act read with the rules made thereunder.
Objective
The objective of the CSR Policy is to lay down guidelines for the Company to undertake CSR activities for making a positive contribution to society through activities specified in Schedule VII of the Act, in accordance with the provisions of Section 135 of the Act.
CSR Vision and Mission Vision
Empower communities by connecting people to opportunities in the digital economy.
MISSION: Build equitable, sustainable, and inclusive pathways to opportunities for all marginalized groups.
FOCUS AREAS: The focus areas on which the Company’s CSR activities will be based are the socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women. Towards this end, the Company may extend contribution to the Prime Minister National Relief Fund or any other fund set up by the Central Government for such purposes.
CSR Activities
The Company may undertake and execute to implement CSR activities approved by the CSR Committee in the “focus areas” mentioned in this Policy (as amended from time to time), in accordance with Schedule VII to the Act and other applicable provisions.
Apart from the “focus areas” as mentioned above, the Board of Directors may decide to undertake any other CSR activity in alignment with the activities allowed under Schedule VII as recommended by the CSR Committee.
However as per the Act and CSR Rules following activities will not be considered as CSR Activities;
Any CSR projects and programs that are implemented by the Company for benefit of the employees of the Company.
The CSR activities implemented outside India also fall outside the purview of CSR Rules, except for training of Indian sports personnel representing any State or Union territory at national level or India at international level.
Any amount contributed, directly or indirectly, to any political party or for any political purpose.
Activities that are undertaken by the Company in pursuance of its normal course of business.
Activities supported by the Company on sponsorship basis for deriving marketing benefits for its products or services.
Activities carried out for fulfilment of any other statutory obligations under any law in force in India.
Preference shall be given to the local area and areas around it where it operates, for spending the amount earmarked for CSR activities.
CSR Budget and Expenditure
The Board of the Company to ensure that minimum 2% of average net profit of the Company for immediately preceding three financial years (“CSR Expenditure”) is spent on CSR activities approved by the CSR Committee. The net profit is to be calculated as per the provisions of section 198 of the Act. Also, the net profit so calculated shall not include the following, namely;
i) Any profit arising from any overseas branch(es) of the company, whether operated as separate company or otherwise; and
ii) Any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act.
Any surplus arising and/or additional revenue generated out of CSR activities undertaken by the Company shall not form part of the business profit of the Company and same shall be spent for undertaking any CSR Activities only.
Where the Company spends an amount in excess of requirement provided under 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 –
a. 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 this rule.
b. 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-
a. 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 subrule (2) of rule 4; or
b. beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or a public authority:
CSR Committee-Constitution and Role
The Board of Directors of the Company in compliance with the provisions of the Act and Rules, shall constitute a Board level CSR Committee to oversee the governance and implementation of the CSR Policy.
The CSR Committee shall meet at least once in a year or at such other intervals as it may deem fit. The CSR Committee will inter alia perform the following activities: Formation of CSR Policy which shall provide an approach and the guiding principles for selection, implementation and monitoring of CSR activities to be undertaken by the Company as well as formulation of the annual action plan and recommend the same to the Board for approval.
Recommendation on CSR Activities in line with the Focus Areas outlined in this Policy as well as Schedule VII of the Act.
Recommendation on CSR Expenditure to be incurred on the CSR activities in a financial year and the amount to be transferred in case of ongoing projects and unspent amounts.
Review the progress of CSR initiatives undertaken by the Company Monitor CSR Policy of the Company and implementation thereof from time to time Review and recommend to the Board, the Annual Report on CSR activities to be included in Board’s Report and certificate submitted by the Chief Financial Officer.
Review and recommend to the Board, the impact assessment report obtained by the Company from time to time.
Undertake such activities and carry out such functions as may be provided under section 135 of the Act and the Rules.
House of Implementation
The Company either directly or through one or more implementing agencies engaged by the Company, can undertake the CSR activities as per the provisions of the Companies Act under the supervision of CSR Committee.
The following may act as an implementing agency for undertaking CSR activities of the Company –
through a Section 8 company, registered public trust, registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 or registered under section 12A and approved under 80 G of the Income Tax Act, 1961, established by the company either singly or along with other company.;
through a Section 8 company, registered public trust, or registered society, established by the Central Government or State Government.;
through a Section 8 company, registered public trust or registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 or registered under section 12A and approved under 80 G of the Income Tax Act, 1961, established by public agencies and having an established track record of at least three years in undertaking similar activities; or
through any entity established under an act of Parliament or a State Legislature.
[Explanation - The term “entity” shall mean a statutory body constituted under an Act of Parliament or State legislature to undertake activities covered in Schedule VII of the Act.]
Where the Company decides to undertake its CSR activities through the implementing agencies, the Company shall ensure that the implementing agency is registered with MCA by filing CSR-1.
The Company, if required may collaborate with other companies and pool resources to carry out its CSR Activities from time to time in such a manner that the CSR Committees of respective companies are in a position to report separately on such projects or programmes for each company.
Further, such activities may also be undertaken by the Company through contribution to the Minister National Relief Fund or to a registered trust / Society/ Section 8 Companies, engaged in the activities specified under Schedule VII, in accordance with the provisions of law.
Administrative Overheads and Capacity Building
The Company shall build CSR capacities of its own personnel by training its staff to think strategically about how and where the money is being spent as well as how to effectively manage other organizations through which or in collaboration with which the Company undertakes/may undertake its CSR activities. The expenses incurred on the training etc. for capacity building of the CSR team in the Company who have been especially entrusted the assignment to execute CSR projects has been recognized as administrative overheads under the CSR provisions and can be booked as CSR expenditure.
Administrative Overheads means expenses incurred by the company in the general management and administration of CSR functions in the company, excluding the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular Corporate Social Responsibility project or programme.
The amounts spent as administrative overheads and booked as CSR expenditure cannot exceed 5% of the overall CSR spend every financial year, on an aggregate basis.
Impact Assessment
The Company shall be required to conduct impact assessment of the CSR projects undertaken by it if –
(i) The average target spending in each of the three financial years amounts to Rs. 10 crores or more.
(ii) The minimum outlay of the project is Rs. 1 crore or more.
The impact assessment shall be done by an independent external agency appointed by the Board.
The report of impact assessment shall be reviewed and recommended by the CSR Committee, post which the same shall be approved and adopted by the Board of the Company.
The expenditure incurred in impact assessment may be booked towards the CSR Expenditure of the Company for that financial year upto the higher of 2% of the total CSR Expenditure for that financial year or Rs. 50 lacs.
Monitoring
The CSR Committee shall meet at least once in a year to monitor the implementation of CSR Plan and its activities. The CSR Committee shall place before the Board, a draft annual report on CSR activities as per the specified format for Board’s review and finalization. The Board shall include in its report to the shareholders, the annual report on CSR activities as per the format specified under the Rules.
Board Responsibility
The Board shall ensure that pursuant to the provisions of the Companies Act, 2013, the Board shall be responsible for –
Undertaking CSR activities, as per this Policy;
Ensuring that the Company spends, in every financial year, at least two percent of the average net profits of the Company made during the three immediately preceding financial years, in pursuance of this Policy.
In case the Company fails to spend the above targeted amount in that particular financial year, the Committee shall submit a report in writing to the Board specifying the reasons for not spending the amount which in turn shall be reported by the Board in the Directors’ Report for that particular Financial Year. Further, the unspent amount to be dealt with in the manner as provided for in this Policy.
Treatment of Unspent Amounts
The amount remaining unspent as at the end of the financial year will be required to be transferred by the Company to the Fund specified under Schedule VII within six months from the end of the financial year and reasons for the amounts remaining unspent shall be required to be disclosed by the Company in the Board Report.
In case the unspent amounts relates to an ongoing project, the same should be transferred to a separate bank account opened by the Company in the name of Unspent CSR account within 30 days from end of the financial year.
Review / Amendment
The Board may amend, abrogate, modify or revise any or all clauses of this Policy, on recommendations of the CSR Committee and in accordance with the Act.
Disclosure / Reporting
The Board Report shall include an annual reporting on CSR activity in the format prescribed under the Rules. The CSR Policy, composition of the CSR Committee and details of the projects approved by the Board will be placed on the Company's website, if any.
