- Nomination and Remuneration
- Candidature Notice
- Annual Returns
- Annual Action plan
- CSR Committee
This policy is an electronic record in terms of the Information Technology Act, 2000 and rules framed thereunder, as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
PPSL Services shall include but not be limited to payment aggregation services, payment gateway services or any other services, features developed or deployed by the Company from time to time..
Your privacy is of utmost importance to us and protection of Personal Information is a key commitment for us. We are governed by the provisions of applicable law in India including the Information Technology Act 2000 and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 to maintain the privacy of Personal Information. Personal Information means any information that relates to a natural person, which is capable of identifying a person. Personal Information does not include information that is freely available or accessible in public domain.
Please note that the access and use of the Website is restricted for persons above the age of 18 only. The Website and services are not intended for minors and the Company does not target any of its services to minors. The Company does not knowingly collect Personal Information from minors. If you are under the age of 18, please do not register to use the services and do not provide us with any Personal Information.
II. Personal Information
We collect information about merchants accessing, using or registering on the Website to avail the services. Such information may be collected at the time of accessing the Website, registering or creating an account on the Website or availing any service. At the time of sign up we may collect information pertaining to name, address, mobile number or user’s app details. In addition, while undertaking onboarding of merchant, we collect information based on the category of merchants (sole proprietorship/partnership/HUF/private or public company, Trust, society etc.). Such information includes proof of company details (registration details, partnership deed, certificate of incorporation GST details, utility bills etc.), PAN details, bank account details and details of authorised signatory (driving license, passport, Aadhar, Voter ID etc.). Such information may include Personal Information where it is individually or in combination with other information, capable of identifying an individual.
We collect and generate various data points about Customers who access a Merchant website or mobile application where our Payment Services are integrated. Customer here refers to individuals undertaking transactions on the Merchant website with the use of payment aggregation services as provided by the Company. Personal Information we may collect from the Customer is set out herein below:
- Personal details (e.g. name, contact details including, residential address, date of birth, documents such as identity card / passport details / Aadhaar details / PAN / Voter ID / driving license, and/or education details) provided by the User to Us to avail various products/services from Us and for processing the transactions.
- details including transaction history, balances, payment details, for effecting transfer of monies through various payment channels provided by us.
- financial details (e.g. income, expenses, and/or credit history) needed as part of request for some of our products/services;
- images of documents/ photos required to avail any of our products/services.
- voice recordings of our conversations with our customer care agent with you to address your queries/grievances;
- employment details (e.g. occupation, positions held, employment history, salary and/or benefits) as part of our record retention for credit/various product evaluations or required under applicable law including Prevention of Money Laundering (Maintenance of Records) Rules, 2005.
- specimen signature(s) for processing of User instructions received by us through our various payment and delivery channels;
- opinions provided by Use to us by way of feedback or responses to surveys;
- information obtained from User mobile device by way of using our app like device location, communication information including contacts and call logs, device information (including storage, model, mobile network), transactional and promotional SMS/app notifications. Such information is used for preparing reports and analytics for improving services which are rendered to Use.
The Website also recognizes and collects the home server of visitors IP address, URL request, browser type, and date and time of your request. For example, we can tell which Internet Service Provider our visitors use, but not the names, addresses or other information about our visitors that would allow us to identify a particular visitor to our Web Site unless such information is voluntarily provided by the user. We may share non-personally identifiable information (such as referring/exit pages, anonymous usage data, and URLs, platform types, number of clicks, etc.) with interested third parties to help them understand the usage patterns for certain services.
III. Sharing of Personal Information
Except in the limited circumstances as set out in this Policy, we do not share any Personal Information without your consent. In various processes / submission of applications / availment of product/service offerings, we even seek your explicit consent of to use / share your Personal Information.
However, we may share limited information as part of our business and operational processes with designated personnel, partners or service providers including group companies on a “need-to-know” basis to perform the various functions including risk analytics, verification and authentication of the information which is submitted including as part of the know your client and anti-money laundering obligations, assessment of Merchant websites, monitoring of transactions on the Merchant website/mobile applications, creation of an account with banks and facility providers providing services, conducting quality assurance testing, providing technical and customer support, providing collection or recovery related services or providing specific services in accordance with your instructions. Third parties are required not to use your Personal Information other than to provide the services.
We may share Customer data with competent/ legal/statutory/regulatory agencies / authorities, banks/financial institutions/card networks /facility providers partners/service providers acting on our behalf (as the case may be) in following cases:
- For enabling provision of the products/services availed by you, strictly on a “need to know” basis and subject to applicable laws;
- Authentication and authorisation of transactions undertaken on the merchant site and processing any requests for chargebacks, refunds etc..
- Where such information is directed or required by legal/regulatory / statutory / governmental authorities under applicable laws/regulations though a legally obligated request.
- Where such information is required by financial institutions to verify, mitigate or prevent fraud or to manage risk or recover funds in accordance with applicable laws/regulations.
We may disclose information in the aggregate to third parties relating to User behaviour in connection with actual or prospective business relationship with those third parties, such as advertisers and content distributors. For example, we may disclose the number of users that have been exposed to, or clicked on, advertising banners.
IV. Use of Personal Information
a. We use Personal Information provided by you in our business activities for providing our products/services or the products / services of our partners and to perform, among other actions, the following:
- to facilitate the transactions or report on these transactions;
- to undertake research and analytics for offering or improving our products/services and their security and service quality;
- to check and process User requirements submitted to us for products/services and/or instructions or requests received from User in respect of these products/services;
- to share with User, updates on changes to the products/services and their terms and conditions;
- to take up or investigate any complaints/claims/disputes including pursuing any collection related activities;
- to respond to User queries or feedback submitted by you;
- to verify User identity for us to provide products/services to the User;
- to carry credit checks, screenings or due diligence checks as lawfully required by us;
- to monitor and review products/services from time to time;
- to undertake financial/regulatory/management reporting, and create and maintain various risk management models;
- for conducting audits and for record keeping purposes;
- for selective offers and promotions.
c. Our security practices and procedures limit access to personal information on need-only basis.
d. When we dispose of your Personal Information, we use reasonable procedures to erase it or render it unreadable (for example, shredding documents, wiping electronic media or anonymising such information).
e. We also use Personal Information to fulfill the requirements of applicable laws/regulations and/or court orders/regulatory directives received by us.
V. Purging of Personal Information
a. A merchant availing payment aggregation services may delete its Paytm account at any point of time by making such choice in writing to Us. Upon termination of such services, we will discontinue any external processing as mentioned above, except where external processing is required for regulatory reasons. However, we may retain Personal Information of a merchant as long as the purpose for its usage exists, after which the same is disposed off by us except for any record retention required as per applicable law.
b. Please note that we may be required to store transaction logs and data for longer periods post the deletion of an account. Further, in the event of the pendency of any legal/regulatory proceeding or receipt of any legal and/or regulatory direction to that effect, we may retain Personal Information for such longer duration as may be required to ensure compliance with applicable laws.
VI. Disclaimer and Limitation of Liability
Without prejudice to anything stated herein and in addition to the disclaimers provided elsewhere in this policy, the users/members by accessing the Website and/or registering on the Website or otherwise using Paytm services specifically acknowledge and understand that whilst the Company shall make all reasonable endeavors to protect and secure the confidentiality of the information provided by the users/members, the Company shall not be liable in the following circumstances (please note that this is not an exhaustive list and the specification of any instances hereinbelow shall be in addition to other defenses which may be available to the Company under applicable laws):
- ) Credit Fraud or other criminal offences committed by any third party with the use of credit cards/debit card etc. or other bank details provided by the members/users which fraud or offence has been committed in spite of the reasonable security measures adopted by the Company as part of its Website infrastructure or where such fraud or criminal offence is committed owing to negligence, acquiescence or connivance or assistance, whether voluntary or involuntary of the user/member.
- Unauthorised Use (i.e. use, reproduction, distribution, disposition, or any other activity, including, without limitation, decompilation, reverse engineering, modification or disassembly etc. without the authorisation from the Company) or Unauthorised access (access, or to attempt to access, or to penetrate, or attempt to penetrate by any third party’s computer software or electronic communications system, including, without limitation, hacking, introduction of any virus, malware, spyware, trojans, any intrusion resulting in the corruption or loss of data etc.) of the Website by a user/member or by any third party which may cause any loss or damage to the user/member or the third party where such unauthorized use or access could not be prevented despite reasonable safety precautions undertaken by the Company.
- Disclosure of information by the Company pursuant to any enquiry or notice received from a governmental authority pertaining to the activities of the user/member on the Website.
VIII. Log Files
Like most standard websites we may use log files. This includes IP (internet protocol) addresses, browser type, ISP (internet service provider), referring / exit pages, platform type, date / time stamp and number of clicks to analyze trends, administer the Website, track user's movement in the aggregate, and gather broad demographic information for aggregate use. IP addresses, etc. are not linked to personally identifiable information. The same may be used to track the behavior of the customers or identify the area of interest of the customer, which might further be useful for advertisement, promotions etc.
IX. Links to other websites
X. Reasonable Security Practices and Procedures
We have implemented reasonable security practices and procedures that are commensurate with the information assets being protected and with the nature of our business. We take various steps and measures to protect the security of the your Personal Information from misuse, loss, unauthorised access, modification or disclosure. We use latest secure server layers encryption and access control on our systems. Our safety and security processes are audited by a third party cyber security audit agency from time to time.
XI. Policy Review & Updates
The policy will be reviewed by us and when required, the same may change at any time. The latest and most updated policy will be found on this page.
Paytm Payment Services Limited (“PPSL”) is a payment aggregator / payment gateway that helps merchants collect payments from their end-customers.
This policy outlines a structured grievance redressal mechanism available to customers for escalating their complaints with PPSL. PPSL will ensure to deal with all complaints in a transparent and timely manner.
Oversight Framework: The Board of Directors of PPSL will be responsible for the overall compliance to this Policy and Compliance Team will act as a custodian to this policy. Each line of businesses are responsible for their respective processes as detailed in this policy.
Terms of Reference
- “Complaint” means a representation in writing or through other modes as specified in this policy, alleging deficiency in service on the part of PPSL and seeking relief thereto. Further, complaints shall not include enquiries or request received from the customers.
- “Complainant” can be a customer lodging complaint with PPSL.
- “Customer / Merchant” refers to the merchant on boarded by PPSL on platform to use PPSL’s payment solution to collect payments from end-customers.
Level 1: Merchant Care Executive
If the Complainant has a grievance, they can connect with the support team via the Paytm merchant application or the Paytm merchant dashboard.
Alternatively, complainant can also reach via email at firstname.lastname@example.org
Provide a response within 4 working days of PPSL receiving the complaint.
Level 2: Grievance Officer
If timely resolution is not provided at Level 1 or Complainant is not satisfied with the resolution provided, the customer may escalate the complaint to the Nodal Officer.
The Nodal Officer shall ensure that an effective resolution* is provided to the customer within 15 working days from the date of escalation of grievance.
The details of Nodal Officer are as under:
Name of the Principal Nodal Officer: Mr. Anubir Singh Anand
Email id: email@example.com
*Resolution time does not include time taken by the Complainant to provide required information/ documentation.
Grievance Redressal Policy
If any case / transaction is related to a third party or outside the PPSL, then the TAT will be dependent on the respective Partner Banks/Network Providers etc. Resolution time will include this TAT along with the PPSL’s internal resolution time.
In exceptional circumstances, where PPSL is unable to reach a conclusion within 15 working days, PPSL will respond with a rationale and indication as to when a final response can be expected, which will be within 30 business days of PPSL receiving the complaint.
The Complainant must approach Level 2 with a previous Service Request Number on which the PPSL did not respond or satisfactory response was not provided. This is to ensure that the Complainant gets correct resolution in a timely manner.
Acknowledgement and Tracing of Complaints:
The PPSL shall provide an automated ticket number (Service Request Number) at each level to enable the complainant to track status.
PPSL aims to acknowledge the complaints promptly post receiving the complaint.
Objective and purpose
- To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine remuneration of Directors, Key Managerial personnel and Other employees.
- To determine remuneration based on the Company’s size, financial position, trends and practices on remuneration prevailing in peer companies in the similar industry.
- To provide them reward, linked directly to their efforts, performance, dedication and achievement relating to the Company’s operations.
- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
Scope of the Policy
The policy shall be applicable to the following in the Company: 1. Directors 2. Key Managerial Personnel (KMP) 3. Senior Management 4. Other employees of the Company
Constitution of the Nomination and Remuneration Committee
Notification issued by the Ministry of Corporate Affairs on 5th July, 2017, amending the Companies (Appointment and Qualification of Directors) Rules, 2014. The Company being a wholly owned subsidiary of One97 Communications Limited do not require to comply with the provisions of having a Nomination and Remuneration committee. Hence, the aforesaid committee has not been constituted and Board of Directors shall perform the duties as applicable.
Appointment criteria and qualifications
- Letter of appointment shall be issued based on the recommendations of the Board on the basis of the guidelines for the same under the Companies Act, 2013 or the Company Internal policy.
- The Board shall identify and ascertain the integrity, qualification, expertise and experience for appointment to the position of Directors, KMPs & Senior Management.
- A potential candidate should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Board shall review qualifications, expertise and experience, as well as the ethical and moral qualities possessed by such person, commensurate to the requirement for the position.
- The Board shall determine the suitability of appointment of a person to the Board of Directors of the Company by ascertaining the ‘fit and proper criteria’ of the candidate.
- The Company shall not appoint or continue the employment of any person as whole time director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.
- The Board shall ensure that there is an appropriate induction & training programme in place for new directors, members of senior management, and KMP.
- The Board shall take care of any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the Company subject to the provision of the law and their service contract.
Term / Tenure
- Managing Director/Whole-time Director
- The Company shall appoint or re-appoint any person as its Chairman & Managing Director, Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time.
- No re-appointment shall be made earlier than one year before the expiry of term of the Director appointed.
- Independent Director
- An Independent Director shall hold office for a term up to five years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.
- No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for re- appointment in the Company as Independent Director after the expiry of three years from the date of cessation as such in the Company. The Board shall take into consideration all the applicable provisions of the Companies Act, 2013 and the relevant rules, as existing or as may be amended from time to time.
- In discharging its responsibilities, the Board shall have regard to the following policy objectives:
- To ensure the Company’s remuneration structures are equitable and aligned with the long-term interests of the Company and its shareholders;
- To attract and retain competent executives;
- To plan short and long-term incentives to retain talent;
- To ensure that any severance benefits are justified.
- The remuneration / compensation / commission etc. to the whole-time director, KMP, senior management & other employees will be determined and approved by the Board.
- The remuneration to be paid to the MD and/or whole-time director shall be in accordance with the percentage/ slabs/ conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013 and the rules made there under.
- Increments to the existing remuneration / compensation structure of the Senior Management excluding the Board of Directors comprising of members of Management one level below the Executive Director, including the Functional Heads will be jointly decided by the Chairman & Managing Director and Head- Human resources.
- Remuneration to Whole-time/ Managing Director, KMP, senior management:
- Fixed pay – The MD and/or whole-time director / KMP and senior management shall be eligible for a monthly remuneration as may be approved by the Board and the shareholders wherever applicable. The breakup of the pay scale and quantum of perquisites including, employer’s contribution towards provident fund, pension scheme, medical expenses, club fees and other perquisites shall be decided and approved by the Board.
- Minimum Remuneration – If in any financial year, the Company has no profits or its profits are inadequate, it shall pay remuneration to its MD and/or Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if the Company is not able to comply with such provisions, previous approval of the Central Government shall be required to be obtained.
- Remuneration to Non-Executive / Independent Director:
- Remuneration – The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and with the provisions of Companies Act, 2013 along with the rules made there under.
- Sitting Fees – The Non- Executive/ Independent Director may receive remuneration by way of fees for attending meetings of Board thereof. Provided that the amount of such fees shall not exceed the limits prescribed under Companies Act, 2013.
Due to reasons for any disqualification mentioned in the Companies Act, 2013 and rules made there under or under any other applicable Act, rules and regulations, the Board with reasons recorded in writing, removal of a director, KMP or senior management personnel or functional heads, subject to the provisions and compliance of the Act, rules and regulations.
The director, KMP, senior management & functional heads shall retire as per the applicable provisions of the Companies Act, 2013 along with the rules made there under and the prevailing policy of the Company. The Board will have the discretion to retain the Directors, KMPs & Senior Management even after attaining the retirement age, for the benefit of the Company.
- The Company aims to enhance the effectiveness of the Board by diversifying it and obtain the benefit out of it by better and improved decision making. In order to ensure that the Company’s boardroom has appropriate balance of skills, experience and diversity of perspectives that are imperative for the execution of its business strategy, the Company shall consider a number of factors, including but not limited to skills, industry experience, background, race and gender.
- The policy shall confirm with the following two principles for achieving diversity on its Board:
- Decisions pertaining to recruitment, promotion and remuneration of the directors will be based on their performance and competence; and
- For embracing diversity and being inclusive, best practices to ensure fairness and equality shall be adopted and there shall be zero tolerance for unlawful discrimination and harassment of any sort whatsoever.
- In order to ensure a balanced composition of executive, non-executive and independent directors on the
Board, the Company shall consider candidates from a wide variety of backgrounds, without discrimination
based on the following factors:
- Gender - The Company shall not discriminate on the basis of gender in the matter of appointment of director on the Board. The Company encourages the appointment of women at senior executive levels to achieve a balanced representation on the Board.
- Age - Subject to the applicable provisions of Companies Act, 2013, age shall be no bar for appointment of an individual as director on the Board of the Company.
- Nationality and ethnicity - The Company shall promote having a boardroom comprising of people from different ethnic backgrounds so that the directors may efficiently contribute their thorough knowledge, sources and understanding for the benefit of Company’s business;
- Physical disability - The Company shall not discriminate on the basis of any immaterial physical disability of a candidate for appointment on Company’s Board, if he/she is able to efficiently discharge the assigned duties.
- Educational qualification - The proposed candidate shall possess desired team building traits that effectively contribute to his/ her position in the Company. The Directors of the Company shall have a mix of finance, legal and management background, that taken together, provide the Company with considerable experience in a range of activities including varied industries, education, government, banking, and investment.
Minutes of Board Meeting
Proceedings of all meetings must be recorded as minutes and signed by the Chairman of the same meeting or Chairman at the subsequent meeting as required under Companies Act, 2013 and amended from time to time and Secretarial standards issued by Institute of Company Secretaries of India (ICSI) from time to time in this regard. Minutes of the Board meetings will be tabled at the subsequent Board meeting.
Disclosure of this policy
The policy shall be disclosed in the Annual report of the Company, as required under Companies Act, 2013, Rules made there under and the Listing Agreement, as amended from time to time and as may be required under any other law for the time being in force.
The Board as and when required shall assess the adequacy of this policy and make any necessary or desirable amendments to ensure it remains consistent with the Company’s objectives, current law and best practice.
Corporate Social Responsibility (CSR) is strongly connected with the principles of Sustainability; an organization should make decisions based not only on financial factors, but also on the social and environmental consequences. Corporates must recognize that their business activities have wide impact on the societies in which they operate.
This policy shall apply to all CSR initiatives and activities taken up at the various work‐centres and locations of Paytm Payments Services Limited (hereinafter referred to as “PPSL or the Company”), for the benefit of different segments of the society, specifically the deprived, underprivileged and differently abled persons.
- ActAct means Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
- Corporate Social Responsibility (CSR)CSR means and include but not limited to the activities as specified in this policy pursuant to Schedule VII of the Act, but contribution directly or indirectly to the political party, business done by the Company in its normal course, activities only for the benefit of employees and activities done outside India will not be considered as CSR activity.
- Net profitNet profit means the net profit of the Company as per its financial statement prepared in accordance
with the applicable provisions of the Act, but shall not include the following namely:
- Any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise; and
- Any dividend received from other companies in India which are covered under and complying with the provisions of section 135 of the Act.
- CSR ExpenditureCSR Expenditure shall include all expenditure including contribution to corpus, or on projects or programs relating to CSR activities specified in this policy as approved by Board on recommendation of CSR Committee.
- CSR CommitteeCSR Committee means the committee constituted under the provisions of Section 135 of the Act.
The followings are the wide categories of the activities under which the Company may work to undertake CSR activities:
- Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swatch Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water.
- Promoting education, including special education and employment enhancing vocation skills specially among children, women, elderly, and differently abled and livelihood enhancement projects;
- Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
- Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, 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;
- 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:
- Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;
- Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;
- Contribution to the Prime Minister’s National Relief Fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Schedule Castes, the scheduled tribes, other backward classes, minorities and women;
- (a) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and (b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organization (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific Industrial Research (CSIR) , engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).;
- rural development projects;
- Slum area development, 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;
- disaster management, including relief, rehabilitation and reconstruction activities;
- Any other funds or activities as may be notified by the Central Government, from time to time, as contribution towards CSR expenditure.
The Company may undertake its CSR activities, as approved by the CSR Committee, directly by the Company or through a registered trust or a registered society or a company established by the Company or its holding or Subsidiary or associate company under section 8 of the Act or otherwise.
The Company may also undertake CSR activities through any trust, society or section 8 company which is not established by the Company or its holding or subsidiary or associate company, if such trust, society or section 8 company shall be having an established track record of three years in undertaking similar programs or projects or where the corpus is created exclusively for a purpose directly relatable to a subject covered in Schedule VII of the Act.
The Company may also collaborate with other companies for undertaking projects or programs or CSR activities in such a manner that the CSR Committees of respective companies are in a position to report separately on such projects or programs.
The Board/ CSR Committee should ensure that the above mentioned entities with which it undertakes CSR activity has registered itself with the Central Government in the manner as given under the Act
Utilization of fund
The Company shall utilize at least 2 percent of the average net profit made during the last three (3) immediately preceding financial years in the CSR activities as enumerated above in this policy. In any case, if in any year the Company fails to spend such amount on CSR, the Board will, in its report made under section 134 (3) (o) of Companies Act, 2013, specify the reasons for not spending the amount and, unless the unspent amount relates to any ongoing project, as described in Section 135 (6) of the Companies Act, 2013, transfer such unspent amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year.
Further, if the Company spends an amount in excess of the requirements as provided in Section 135 of the Act, Company may set off such excess amount against the requirement to spend under Section 135 of the Act, under the heading ‘Utilization of fund’, for up to immediate succeeding three financial years or for such time in such manner, as may be prescribed under the Act.
Surplus arising from CSR activity
The surplus arising from CSR projects, programs or activities shall not form part of the business profit of the Company.
To ensure effective implementation of the CSR programmes undertaken a monitoring mechanism will be put in place by the Company. The CFO would place a monitoring report of the CSR projects under implementation to the CSR Committee. The progress of CSR programmes under implementation will be reported to Board of Directors on a regular basis. The CSR Committee will conduct impact studies on a periodic basis, about effectiveness of CSR activities on the society.
CSR Committee will obtain feedback from beneficiaries about the programmes and report to the Board of Directors, the feedback received from the beneficiaries of CSR Activity. Appropriate documentation of the Company’s CSR Policy, annual CSR activities, executing partners, and expenditure entailed will be undertaken on a regular basis and the same will be available on the website of the Company. CSR initiatives of the Company will also be reported in the Annual Report of the Company.
The Company establish an accounting system to ensure proper accounting of CSR spends.
- Composition of the CSR Committee: The composition of the CSR Committee of the Board shall be as constituted by the Board of Directors from time to time in terms of the provisions of Section 135 of the Act
- Responsibility of the CSR Committee:
- formulate and recommend the CSR Policy to the Board for approval
- monitor the Policy from time to time and recommend changes to the Board
- recommend the amount of expenditure to be incurred on CSR projects
- constitute a transparent monitoring mechanism for ensuring effective and efficient implementation of the CSR projects.
- The Committee will meet atleast once in a year to discuss and review CSR activities and Policy. A quorum of two members is required to be present for the proceedings to take place. The Committee members may attend the meetings physically or via such audio-visual means as permitted under the Act.
- A member of the CSR Committee may resign by a written notice stating the reasons for such resignation, addressed to the Board of Directors of the Company. The resignation shall be effective from the date of acceptance of the resignation in the meeting of the Board of Directors or after 30 days from the date of the resignation, whichever is earlier.
- In case of the resignation of any member of the CSR Committee, the Board of Directors shall appoint a new member to fill the vacancy created as such within reasonable time. The new member shall be appointed in keeping with the constitution requirements of the CSR Committee.
- The CSR Committee will review the philanthropic activities of the Company and will provide progress update to the Board of Directors at such intervals as it deemed fit.
- The CSR Committee shall have the authority to obtain professional advice from external sources and have full access to information contained in the records of the Company as well as the powers to call such employee(s), senior official(s), Representative of CSR Partners, external consultant or such other persons and for such purpose as may be deemed expedient for the purpose of accomplishments of overall CSR Objectives laid down under the Act.
The Board of Directors on its own and/or as per the recommendations of CSR Committee can replace or amend this policy, as and when required as deemed fit. Any or all the provisions of the CSR Policy would be subject to revision/amendment in accordance with the Regulations on the subject as may be issued from relevant statutory authorities, from time to time.