CSR Policy

  1. Objective & Philosophy
  2. Hella Infra Market Private Limited (formerly known as Hella Infra Market Limited) (“Company” or “Our”) has articulated this Corporate Social Responsibility Policy (“CSR Policy”) in alignment with its objective, principles and values, delineating its responsibility as a socially and environmentally responsible corporate citizen and to define the governance and monitoring framework for ensuring effectiveness of the CSR Policy.

    The Company believes in 4 (four) core essence of corporate social responsibility (“CSR”) viz. (i) sustainability of environment, (ii) ethical functioning, (iii) charitable support and (iv) care for stakeholders. Our objective is to pro-actively support meaningful socio-economic development in India and enable a larger number of people to participate in and benefit from India’s economic progress. This is based on the belief that growth and development are effective only when they result in wider access to opportunities and benefit a broader section of society. The Company aims to identify critical areas of development that require investments and intervention, and which can help to realize India’s potential for growth and prosperity.

  3. The Regulatory Framework of CSR Policy.
  4. Section 135 of the Companies Act, 2013 read with the rules (viz. Companies (Corporate Social Responsibility Policy) Rules, 2014) framed thereunder, (including any statutory modifications, amendments thereto or re-enactment thereof, the circulars, notifications, regulations, rules, guidelines, if any, issued by the Government of India) (“Act”) and Schedule VII of the Act provides framework for the companies to define the key thrust areas in CSR domain. The Company’s CSR Policy would pertain to all CSR activities undertaken/to be undertaken by the Company within the contours of the Act.

  5. Definitions
    1. “Administrative overheads” shall have the meaning assigned to it under the Act;
    2. “Board” means Board of Directors of the Company;
    3. “CSR Committee” means CSR Committee of the Board;
    4. “Ongoing Project” shall have the meaning assigned to it under the Act;

  6. The Key CSR Activities.
  7. The Company’s primary focus areas for CSR activities within the ambit of the Act includes the following (“CSR Activities”):

    1. Education.
    2. Support the transformation of the education system in India to achieve its goals of increasing equity and employability among children and support teachers and schools to develop high quality learning spaces.

    3. Hunger, poverty, malnutrition and healthcare.
    4. Work with various non-profit organizations that run mid-day meal programs in schools across India and may establish kitchens that provide meals to school children.

      The Company hopes to innovatively create impact in the healthcare sector. It aims towards preventive as well as facilitative healthcare of India’s populace.

    5. Rural development.
    6. The Company believes that, the well-being of people living in rural areas ensures the sustainable development. The Company may work with local administrations to achieve community development goals. The Company may partner with governments and NGOs and support them in improving infrastructure such as constructing roads, providing drainage systems, electricity, rehabilitating natural-disaster affected victims, etc. in rural areas.

    7. Gender equality, environmental sustainability, art and culture.
    8. The Company shall, among other things focus on empowering women by supporting them to develop a gender equitable society, where women have equal opportunities and rights to engage, participate and contribute to national development.

      Engage with communities to build an awareness for biodiversity, undertake activities and projects to protect the environment and may also work towards protection of national heritage, art and culture including restoration of buildings and sites of historical importance.

    9. National Emergency & Disaster Relief.
    10. Provide support to specific needs such as natural disasters, through financial as well as logistical support.

    11. Skill Development/Vocational Training
    12. Though CSR initiative Company intends to work towards eradication of poverty though skill development and livelihood generation. To achieve this objective Company shall impart industry relevant skills which will enhance employability of the identified groups and in turn will provide gainful employment to them. This initiative will also bridge the gap between skill required by the industry and skills people currently possess and will also help in creating a sizable pool of skilled and semi-skilled people to be used by the industry.

      Apart from the CSR Activities undertaken in the above focus areas, the Governing Body may choose to select other activities in areas or subjects, as prescribed in Schedule VII of the Act.

  8. Governance Structure.
    1. The Board and/ or the CSR Committee (as applicable under the Act) (“Governing Body”) is the governing body that will articulate the scope of CSR Activities for the Company and ensure compliance with the CSR Policy. The Governing Body would comprise of such minimum number of Directors as may be prescribed under the Act
    2. The Governing Body shall:
      1. Formulate and/ or recommend the CSR Policy (as the case may be) and make any amendments thereto;
      2. Indicate the CSR Activities to be undertaken by the Company as specified in the Act;
      3. Review and recommend the annual action plan to the Board;
      4. Review, recommend and/or approve (as the case may be) the amount of expenditure to be incurred on the CSR Activities to be undertaken by the Company as referred to in point (b) above;
      5. Monitor the CSR Activities and compliance with the CSR Policy from time to time; and
      6. Review and implement, if required, any other matter related to CSR initiatives.
    3. The Governing Body shall meet at least once in every financial year.

  9. Operating Framework
    1. CSR Activities will be undertaken in areas identified by the Governing Body. An annual action plan shall be presented by the Governing Body.
    2. CSR activities shall be undertaken by the Company either, directly, through implementing agency or in any other manner prescribed under the Act and as approved by the Governing Body.
    3. The responsibility for implementation of identified CSR Activities/ projects shall be as per the organizational structure approved by the Governing Body.
    4. The annual action plan shall interalia include the following:

      1. The prescribed outlay on CSR as per the Act as amended from time to time;
      2. Key CSR Activity/(ies) proposed to be undertaken during the year, including analysis of their eligibility for classification as CSR under the Act, their conformity with the CSR Policy and their implementation schedules;
      3. Proposed outlay on each CSR Activity;
      4. the manner of execution of such projects or programmes as specified in (a), (b) and (c) above;
      5. CSR Activity/(ies) to be undertaken by the Company either directly, through implementing agencies or in any other manner prescribed under the Act and as approved by the Governing Body.
      6. Aggregate proposed outlay and reasons for shortfall, if any, compared to the prescribed outlay.
      7. Modalities of utilisation of funds and implementation schedules: Funds would be disbursed either in tranches or as one-time payment. The terms, conditions and timing of disbursement would be conditional upon the nature and requirement of the CSR project or programme.
      8. Monitoring and reporting mechanism for the projects or programmes;
      9. Details of need and impact assessment, if any, for the projects undertaken by the Company;
      10. Surplus arising out of CSR projects shall not form part of the business profit of the Company.

  10. Monitoring
  11. The Governing Body shall ensure a transparent monitoring mechanism for CSR Activities.

    1. The Governing Body shall review the progress of CSR Activities periodically, including the annual review.
    2. The CSR Activity/(ies) along with requisite information on the expenditure, etc. shall be reported every year in the annual report of the Company.
    3. The Governing Body or committee constituted by the Governing Body shall also monitor the implementation with reference to the approved timelines and year-wise allocation of CSR funds. The Governing Body is empowered to make modifications for implementation of CSR projects within the overall permissible time period under the Act.

  12. CSR Expenditure
  13. The CSR expenditure will include all expenditure, direct and indirect, incurred by the Company on CSR Activity/(ies) undertaken in accordance with the approved CSR Policy and annual action plan. Moreover, any surplus arising from any CSR Activity/(ies) shall be used for CSR. Accordingly, any income arising from CSR Activity/(ies) will be netted off from the CSR expenditure and such net amount will be reported as CSR expenditure.

  14. Implementation.
  15. The Company shall undertake the CSR project/ programmes or activities approved by the Board in line with the CSR policy of the Company.

    The Company shall implement its CSR programmes/projects or activities by itself or through an implementing partner/agency as specified under Act, as amended from time to time and registered with the Central Government.

    The Company may build CSR capacities of its own personnel or its trust or of the agency or institution with established track records but expenditure on capacity building (i.e administrative overheads) shall not exceed 5% of the total CSR expenditure of the Company for the financial year.

  16. General
    1. The power to interpret and administer the CSR Policy shall vest with the Chairman of the Governing Body whose decision shall be final and binding.
    2. Any or all the provisions of this CSR Policy would be subject to revision/amendment in accordance with the guidelines on the subject as may be issued by Government, from time to time.
    3. The composition of the CSR Committee, CSR Policy of the Company and CSR projects approved by the Board shall be displayed on the Company’s website.
    4. The changes in the conditions or terms of this CSR Policy shall be approved and recommended by the CSR Committee to the Board and shall be modified/ amended, cancelled or added in writing with the approval of Board of the Company. However, in the event of any conflict between the contents/ provisions of this CSR Policy and the Act, the provisions of the Act shall prevail and the CSR policy would be modified in due course to make it consistent with the Act (as amended from time to time)