Corporate Social Responsibility (CSR) Policy

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Preamble Objective & Scope CSR Committee Role of CSR Committee CSR Committee Meetings Activities under CSR CSR Expenditure / Budget Surplus arising out of CSR Projects or Programmes Collaborations Annexure

Policy Name: CSR (Corporate Social Responsibility) Policy

Approved by :

Mr. Aniketh Jain
Mr. Giacomo Dal’aglio
Mr. Luca Giardina Papa

Policy effective from : 01 st January 2019

1. Preamble

Corporate Social Responsibility (“CSR”) refers to the responsibility of Companies towards the Society, Community and Environment. Companies should not only aim for their own profitability and growth, but also the interests of the Society and the Environment. Therefore, CSR is carried out by the Corporates, for the welfare of the Society.

Corporate Social Responsibility Activities creates a sense of trust among the members of the Society towards Corporates. Consequently, corporations earn and increase reputation, brand value among the members of the public.

The Companies Act, 2013 (hereinafter referred to as “the Act”) under Section 135 has introduced the concept of Corporate Social Responsibility (CSR). It mandates that all Companies meeting the below mentioned threshold limits, constitute a Corporate Social Responsibility Committee (CSR Committee) to carry on CSR Activities:

having net worth of rupees five hundred crore or more, or
turnover of rupees one thousand crore or more, or
a net profit of rupees five crore or more, during the immediately preceding financial year.

Solutions Infini Technologies (India) Private Limited (hereinafter referred to as “the Company”) has crossed the threshold limit of net profit of rupees five crore during the financial year 2017-18. Consequently, the CSR Committee (CSR Committee) has already been constituted by the Company.

Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as “CSR Rules”) lays down the procedure and modes of carrying out the Corporate Social Responsibility Projects and Programs relating to activities specified in Schedule VII of the Act as detailed in Annexure. The Company intends to take up the activities which would benefit the society at large and has wider and long-lasting impact.

As per the Act and CSR Rules, in every financial year the company needs to spend at least 2% of its average net profits made during the three immediately preceding financial years towards CSR activities or initiatives proposed to be undertaken by the Company.

2. Objective & Scope

The objective of the CSR Policy is to provide guidelines and procedures for the Company to undertake CSR Activities; for contribution through sustainable projects and programs which would largely benefit the Society and will have a lasting impact.

All CSR Activities, initiatives, projects and programs should always be with in relation to promotion of activities as specified in Schedule VII of the Act. The Company should take up the CSR Activities by giving preference to Local and Rural Areas, in and around where it operates.

3. CSR Committee

Pursuant to the provisions of Section 135(1) of the Act, the Board of the Company have

constituted the CSR Committee comprising of following members:

Sl. No.	Name of the member	Designation
1	Mr. Aniketh Jain Ashok	Chairperson
2	Mr. Giacomo Dall’aglio	Member
3	Mr. Luca Giardina Papa	Member

The Board of the Company shall have exclusive power to appoint/remove any member of the CSR Committee.

4. Role of CSR Committee

The CSR Committee will play the following role in fulfilling the CSR Objectives:

Formulation and review of this CSR Policy indicating the activities to be undertaken by the Company towards CSR initiatives.
Recommendation of the amount of expenditure to be incurred on the CSR activities.
Formulation of a transparent monitoring mechanism for ensuring implementation of the projects/programs/activities proposed to be undertaken by the Company or the end use of the amount spent by it towards CSR activities.
Amend and Implement this Policy from time to time.
Periodically report to the Board, the status of CSR activities and contributions made by the Company.
Any other requirements mandated under the Act and Rules issued thereto.

5. CSR Committee Meetings

Members of the CSR Committee can agree and decide mutually regarding date, time and place for the meetings of the CSR Committee. Quorum for the meeting shall be 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 same can also be waived off by the members of the committee through a written letter, which confirms knowledge of decisions or orders proposed to be taken up at such meetings and confirmation of their assent for such discussion or order

Minutes of the CSR Committee shall be placed before the Board of Directors at their meeting held immediately after the CSR Committee meeting.

6. Activities under CSR

The list of CSR activities which the company proposes to take up are as follows;

Upliftment of government school

The CSR Committee shall initiate and continue the activities as aforementioned and include any of the activities, as deemed fit and appropriate, listed under Schedule VII of the Companies Act 2013 – as specified in the Annexure, subject to approval of the Board. Board shall ensure that the CSR activities as approved are undertaken and carried on by the Company.

7. CSR Expenditure / Budget

Section 135 (5) of the Act requires that the CSR spent, in every financial year, shall amount to at least 2% of the Company’s average net profits during the 3 immediately preceding financial years.

The CSR Committee shall be responsible for determining CSR budget for each Financial Year in accordance with Section 135 of the Act and read with CSR Rules and recommend on the actual CSR expenditure for each Financial Year to the Board for their approval.

In case the Company fails to spend the allocated 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 in the Company’s Board’s Report for that particular Financial Year.

8. Surplus arising out of CSR Projects or Programmes

The Surplus amount arising out of CSR Project or Programmes shall not form part of the Business Profit of the Company.

9. Collaborations

The Board of the company may decide to undertake its CSR activities approved by the CSR Committee, subject to the provisions of Section 135 of the Act and CSR Rules, through

(a) a Company established under Section 8 of the Act or a Registered Trust or a Registered Society, established by the company, either singly or along with any other company, or

(b) a Company established under Section 8 of the Act or a Registered Trust or a Registered Society, established by the Central Government or State Government or any entity established under an Act of Parliament or a State legislature.

On the recommendation of the CSR Committee, this policy was reviewed and approved by the Board of Directors of the Company at its meeting held on 28th day of March, 2019 and deemed to have come into effect from 1st day of April, 2019.

10.Annexure

SCHEDULE VII of the Companies Act, 2013

Activities which may be included by companies in their Corporate Social Responsibility Policies relating to: —

(i) Eradicating hunger, poverty and malnutrition, [‘‘promoting health care including preventive health care’’] and sanitation [including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available safe drinking water.

(ii) promoting education, including special education and employment enhancing vocational 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 4[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 buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts;

(vi) measures for the benefit of armed forces veterans, war widows and their dependents;

(vii) training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports

(viii) contribution to the prime minister’s national relief fund or any other fund set up by the central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women;

(ix) contributions or funds provided to technology incubators located within academic institutions which are approved by the central govt.

(x) rural development projects

(xi) slum area development.

Explanation: – For the purposes of this item, the term `slum area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.

Disclaimer: Kaleyra reserves the right to revise, amend or modify this policy at any given time without prior notice. The HR Team will ensure that any change or revision to the policy will be made available to the employees and communicated appropriately.