SEIKO WATCH India Private Limited (hereinafter referred to as “the Company”), incorporated in February 2007, is a wholly owned subsidiary of SEIKO WATCH CORPORATION, Japan. The Company is inter alia engaged in the business of wholesale trading of SEIKO brand watches and clocks.
Section 135 of the Companies Act, 2013 (hereinafter referred to as “the Act”), mandates Corporate Social Responsibility (hereinafter referred to as “CSR”) activites by corporate entities and provides broad guidelines and reporting framework.
1.2 CSR in India
CSR in India has been traditionally seen as a philanthropic activity. While the corporate houses have been traditionally engaged in doing CSR activities voluntarily, the CSR provisions enumerated in the Act put formal and greater responsibility on the companies to set out clear framework and
process for CSR activities and ensure strict compliance under the Act.
The Act has introduced the idea of CSR to the forefront and it mandates qualifying companies to constitute CSR Committee to effectively monitor CSR activities of the Company. Further the Companies (Corporate Social Responsibility Policy) Rules 2014 (hereinafter referred to as “CSR Rules”) lays
down the framework and modalities for carrying out CSR activities which are specified in Schedule VII of the Act as amended from time to time (including any modification or re-enactment thereof).
2.OBJECTIVE & SCOPE
The main objective of the CSR policy is to lay down guidelines for the Company to make CSR as one of the key focus areas and make a positive contribution to society through high impactful and sustainable CSR programs.
This Policy covers proposed CSR activities to be undertaken by the Company and examining their alignment with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out in India and includes strategy that defines plans for future CSR
The Company proposes to implement its CSR activities in various sectors stated hereunder:
i). Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swachh Bharat Kosh set up Central Government for the promotion of sanitation and making available safe drinking water.
ii).Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.
iii). 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 and economically backward groups.
iv). Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set up by the Central Government for
rejuvenation of river Ganga.
v). Protection of national heritage, art and culture including restoration of building and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;
vi). Measures for the benefit of armed forces veterans, war widows and their dependents.
vii). Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports.
viii). Contribution to 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 casts, the Scheduled Tribes, other backward classes, minorities and women.
ix). Contribution or funds provided to technology incubators located within academic institutions which are approved by the Central Government.
x). Rural development projects.
xi). Disaster management including relief, rehabilitation and reconstruction activities.
The Company proposes its CSR Policy to be in line with one of the numerous CSR activities enumerated in the Act.
For FY 2019-20, the Company has identified –
1). Some local options where it can donate on CSR activities, as the Act specifically provides to give preference to local areas of operation. The Company will look into it and will decide on the various options available locally.
As such, for FY 2019-20, the Company proposes to –
1. Donate in some local options which will be decided by the CSR Committee after detailed study and analysis within 31st March, 2020.
The Company shall be authorized to consider any other CSR activities which will be permissible under the provisions of the Companies Act, 2013 or Rules framed thereunder from time to time including any modifications thereto with the recommendation of CSR Committee.
The Company reserves the right to modify, cancel, add, or amend any of these Rules.
2.1 MODALITIES OF EXECUTION AND IMPLEMENTATION
The CSR activities may be undertaken and / or implemented by:
i).The Company itself under the guidance and supervision of the CSR Committee or Board of Directors or any responsible person authorized in this behalf.
ii).Collaboration with other entities allowed to engage in CSR activities such as NGOs and other institutions of good repute having competency and an established track record of three years in undertaking CSR programs or projects.
3. CSR COMMITTEE
Pursuant to the provisions of Section 135 of the Act, the Board of Directors shall constitute a CSR Committee. The Members of CSR Committee shall be appointed by the Board of Directors of the Company which must consist of at least three Directors.
The Board of the Company has proposed and appointed the below persons as the members of the CSR Committee –
1). Mr. Niladri Mazumder
2). Ms. Hiromi Kanagawa
3). Mr. Yasuo Okajima
4). Mr. Naoaki Tanimura
3.2 Powers of the Committee
Following are the Powers of the CSR committee:
i). Formulate CSR Policy and recommend the same to the Board of Directors of the Company for approval.
ii). Recommend CSR activities as stated under Schedule VII of the Act (including any modification or re-enactment thereof).
iii).Approve to undertake CSR activities and to separately report the same in accordance with the CSR rules.
iv). Recommend the CSR budget.
v). Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors and CSR Committee of the Company in accordance with the Act and the CSR Rules (including any modification or re-enactment thereof).
vi). Create transparent monitoring mechanism for implementation of CSR initiatives in India.
vii). Submit the Reports to the Board in respect of the CSR activities undertaken by the Company.
viii). Monitor CSR policy from time to time.
ix). Monitor activities of those who are authorised to ensure that the CSR activities of the Company are implemented effectively.
3.3 Frequency of the meeting of the CSR Committee And Reporting
The CSR Committee shall meet at least once in a year. Members of the CSR Committee can agree upon mutually regarding time and place for the said meetings. Quorum for the CSR Committee Meeting will be similar to the quorum requirement applicable for the Board Meetings of the Company, i.e.,
one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher. The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio-visual means in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder from time to time. Senior Management Team of the Company shall be permanent invitees to the said meeting. Minutes of the CSR Committee shall be placed before the Board for noting.
3.4 Transparent Monitoring Mechanism.
The CSR Committee shall prepare a transparent monitoring mechanism for ensuring implementation of the projects / programmes / activities proposed to be undertaken by the Company.
3.5 CSR BUDGET/CSR SPEND
The Act mandates companies meeting the qualification criteria to allocate atleast 2% of its average net profit for the last three preceding financial years to be spent on CSR Activities that fall under purview of Schedule VII of the Act.
Tax Treatment will be in accordance with the Income Tax Act, 1961, as may be notified by the Central Board of Direct Taxes (CBDT) or by other regulatory bodies from time to time.
4.1 CSR EXPENDITURE:
As described under Rule 2(f) of the CSR Rules, ‘Net profit’ means net profit of a Company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely; -
i). Any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise.
ii). Any dividend received from other companies in India which are covered under and complying with the provisions of Section 135 of the Act.
The CSR expenditure shall include all expenditure including contribution to corpus, for projects or programs relating to CSR activities approved by the Board of Directors on the recommendation of its CSR committee but does not include any expenditure on an item not in conformity or not in line
with activities stated under Schedule VII of the Act.
4.2 Failure to Spend the CSR Money
In case the Company fails to spend the targeted amount in that particular financial year, then the Company is required to comply with the conditions under Section 135 of the Act. Also, the Committee shall submit a report in writing to the Board of Directors specifying the reasons for not spending
the amount which in turn shall be reported by the Board of Directors in their Director’s Report for that particular Financial Year. Surplus arising out of the CSR initiatives shall not form part of the business profits of the Company.
5. CSR INITIATIVES
In line with Schedule VII of the Act and the CSR Rules, the Company shall undertake CSR activities included in its Annual CSR Plan, as recommended by the CSR Committee at the beginning of each year. The Committee is authorized to approve any modification to the existing Annual CSR Plan or to
propose any new program during the financial year under review.
5.1 Disqualifying Activities for CSR
The CSR Rules prohibits the CSR Projects and programs that are implemented by the Company for benefit of the employees of the Company and their families. The CSR activities implemented outside India also fall outside the purview of the Rules and hence CSR expenditure on such activities will not
be considered for inclusion in the CSR Report.
Any amount directly or indirectly contributed towards any political party under Section 182 of the Act shall not be considered as CSR spend. Activities that are undertaken by the Company in pursuance of its normal course of business will not be considered as CSR activities. Any other activities
that will be laid down by the provisions of Act or CSR Rules and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time (including any modification or re-enactment thereof), which will prohibited to be included as a CSR
expenditure will not be considered for inclusion in the CSR Report.
5.2 CSR Report:
The Annual Report on CSR shall contain particulars as specified in the annexure of the CSR Rules and shall be placed before the Board of Directors.
5.3 PUBLICATION OF CSR POLICY & PROGRAMS
As per the CSR Rules, the contents of the CSR Policy shall be included in the Director’s Report.
6 PUBLICATION OF CSR POLICY & PROGRAMS
As per the CSR Rules, the contents of the CSR Policy shall be included in the Director’s Report.
7. POLICY REVIEW & FUTURE AMENDMENT
The committee shall annually review its CSR Policy from time to time and make suitable changes as may be required and submit the same for the approval of the Board.