Corporate Social Responsibility (CSR) Policy

of

Nuance Group (India) Private Limited

 

TABLE OF CONTENTS

  I.     Philosophy ........................................................................................................... 3

 II.     Objectives ........................................................................................................... 3

 III.    Projects / Activities ........................................................................................ 3

 IV.     Board level Corporate Social Responcibility (CSR) Committee ...... 4

 V.      Governance Structure..................................................................................... 4

 VI.    Responsibilities of CSR Committee ............................................................ 4

 VII.   CSR Budget ........................................................................................................ 4

 VIII.  Monitoring of CSR activities and spending .............................................. 5

 IX.    Inclusiveness of Employees .............................................................................5

 X.     Treatment of Surpluses...................................................................................... 5

 XI.    Dissemination of Policy ..................................................................................... 6

 

Corporate Social Responsibility (CSR) Policy

 

I.    Philosophy :

The philosophy of Nuance Group (India) Private Limited (NGIPL) on Corporate Social Responsibility (CSR) is not merely donating money for a cause but actively engage the work force in developing best working practices through which we help in building a better community and also by encouraging our associates to take part in voluntary activities and develop firm roots in business as well as in the society.

II.  Objectives :

Integrating Social and Organizational Values: Integrating corporate social responsibility best practices into key business areas by integrating CSR initiatives with both internal and external stake holders.

Driving Social Responsibility throughout the Organisation: Aligning social responsibility strategies and goals with organisational objectives and embedding CSR within the business culture to sustain the strategy over the long term.

III.  Projects / Activities :

The Company proposes to undertake its CSR activities from the projects/ activities, as contemplated under section 135 of the Companies Act, 2013 read with schedule VII thereto.

However, the members of the CSR Committee shall be authorised to consider and recommend other activities that are not falling under the above areas, and such additional activities may be undertaken with the prior approval of the Board of Directors of the Company.

The CSR projects / activities that benefit only the employees of the Company and their families shall not be considered as CSR projects/ activities for this policy, and may be undertaken in addition to the CSR activities required to be undertaken hereunder.

The CSR Committee may identify appropriate organisations/ persons engaged in the activities that may be proposed to be undertaken by the Company as part of the CSR projects and shall formulate the appropriate modes to implement the same.

The CSR projects/ activities shall be undertaken by the Company, as per this policy, as projects or programs or activities (either new or ongoing), excluding activities undertaken in pursuance of its normal course of business.

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 in accordance with the Companies Act, 2013 and the applicable rules.

 

IV. Board level Corporate Social Responsibility (CSR) Committee :

At NGIPL, our CSR governance structure will be headed at the Board Level CSR Committee that will be responsible for CSR activities / projects undertaken. The Committee will report into the Board of Directors of the Company.

The composition of CSR Committee comprise of Mr. Vinay Bhatia as a Chairman and Mr. Sanjay Chakravarti and Mr. Ranjith Kumar as its members.

The Board shall be entitled to modify the composition of the CSR Committee from time to time.

V. Governance Structure :

In order to set up a robust and transparent governance structure, the Company has constituted CSR Management Committee comprising of Country Head, Head – Human Resources and Head – Finance & Accounts for implementation and execution of CSR initiatives adopted by the Company in accordance with the provisions of the Companies Act, 2013.

 

VI. Responsibilities of CSR Committee :

• Formulate CSR Policy, inter-alia in compliance with Section 135 of the Companies Act, 2013 & Schedule VII thereof and the Companies (Corporate Social Responsibility Policy) Rules,

• Identify and recommend to the Board, from time to time, the activities / projects, in line with such CSR Policy and seek its approval and expenditure thereon, from the Board of Directors of the Company;

• Put and institute transparent monitoring mechanism to review implementation status of each activities / project;

• Recommend to the Board, modifications to the CSR policy as and when required;

• Meet at least twice in a financial year to review the progress made on various activities / project; and

• Formulate a CSR Management Committee of the Company to monitor the approved CSR activities, spending thereon from time to time with a robust and transparent governance structure to oversee the implementation of CSR

VII. CSR Budget :

The total budget for the CSR activities/ projects will be recommended by the CSR Committee and as approved by the Board of Directors of the Company, expenditure thereon shall not be less than 2% of the average net profit before taxation made during three immediate preceding financial years of the Company. The Company may allocate funds towards the building of CSR capacities within the Company as well as of the agencies selected to carry out such activities, provided that such spending shall not exceed 5% of the total amount available towards CSR spending in any financial year.

 

VIII. Monitoring of CSR activities and spending :

The Company shall ensure that it receives the following from CSR Management Committee of the Company, or from any external entity, implementing CSR activities on behalf of the Company:

• Detailed statements for the implementation of any CSR activities, including copies of any agreements or instruments proposed to be executed for the purpose of such activities;
• Audited financial statements, including cash flow statements relating to the CSR activities within 30 days of the end of each financial year;
• Half yearly operational / progress reports within 15 days of the end of each half year along with a consolidated statement of expenses for any CSR activities undertaken;
• Copies of any reports or communications received from any governmental authority, or from any other entity, relating to the CSR activities;
• Any information material to the CSR activities or material to the ability of any party to implement such activities.

The CSR Committee may engage external agencies to evaluate the CSR projects and monitor its progress and the CSR Committee shall be entitled to guide/ modify any CSR Activities as being undertaken.

The Company may build CSR capacities of their own personnel as well as those of the external implementing agencies as approved under this policy, but such expenditure shall not exceed 5% (five percent) of total CSR expenditure of the company in one financial year.

 

IX.   Inclusiveness of Employees :

         With an aim to engage the work force of the Company’s at its Store and Office, employees are encouraged to :

•  Donate Time: Donating time involves greater commitment and effort than giving money, meaning a volunteer initiative can require more significant coordination and effort   when compared to other employee engagement programs and CSR Volunteering builds relationships, develops skills and ignites change in local communities.

•  Donate dry waste: paper, plastic, metal parts the same would be used for generating money for contribution of the above

•  Donate in kind: Books, toys or any other

•  Donate money: Associates can mobilise resources by using their talent and conduct shows /paint and proceeds can be given for the causes. 

X.    Treatment of Surpluses :     

Any surplus generated from CSR activities / projects undertaken will be separately tracked and channelized into CSR corpus. These funds will be further used in development of the CSR projects and will not be added to the normal business profits of the Company.

XI.   Dissemination of Policy :

The Company shall disclose this policy as required under the provisions of the Companies Act, 2013 on its website and as well in its Board report.

Corporate Social Responsibility (CSR) Policy

of

Nuance Group (India) Private Limited

 

TABLE OF CONTENTS

  I.     Philosophy ........................................................................................................... 3

 II.     Objectives ........................................................................................................... 3

 III.    Meaning of CSR ................................................................................................ 3

 IV.     Board level Corporate Social Responcibility (CSR) Committee ...... 4

 V.    Responsibilities of CSR Committee ............................................................. 4

 VI.   Governance Structure...................................................................................... 4

 VII.  CSR Activities ..................................................................................................... 4

 VIII.  Formulation of Annual Action Plan ............................................................ 6

 IX.    CSR Spending ..................................................................................................... 6

 X.     Mode of implementation Surpluses............................................................... 6

 XI.    Monitoring of CSR activities ........................................................................... 7

 XII.    Inclusiveness of Employees ........................................................................... 7

 XIII.    Treatment of Surplus ...................................................................................... 7

 XIV.    General Clause .................................................................................................. 8

 XV.    Dissemination of Policy ..................................................................................... 8

 

Corporate Social Responsibility (CSR) Policy

 

I.    Philosophy :

The philosophy of Nuance Group (India) Private Limited (NGIPL) on Corporate Social Responsibility (CSR) is not merely donating money for a cause but actively engage the work force in developing best working practices through which we help in building a better community and also by encouraging our associates to take part in voluntary activities and develop firm roots in business as well as in the society.

II.  Objectives :

Integrating Social and Organizational Values: Integrating corporate social responsibility best practices into key business areas by integrating CSR initiatives with both internal and external stake holders.

Driving Social Responsibility throughout the Organisation: Aligning social responsibility strategies and goals with organisational objectives and embedding CSR within the business culture to sustain the strategy over the long term.

III.  Meaning of CSR:

CSR means activities undertaken by the Company in pursuance of its statutory obligation laid down in CSR Regulations, but shall not include the following:

a. Activities undertaken in pursuance of normal course of business of the Company

b. Any activity undertaken by the Company outside India except for training of Indian sports personnel state or union territory at national level or India at international level,

c. Contribution of any amount directly or indirectly to any political party under the provisions of Companies Act, 2013,

d. Activities benefitting employees of the Company,

e. Activities supported by the Company on sponsorship basis for deriving marketing benefits for its services,

f. Activities carried out for fulfilment of any other statutory obligations under any law in force in India.

g. Any such other activities as notified by the Ministry of Corporate Affairs from time to time.

IV. Board level Corporate Social Responsibility (CSR) Committee :

CSR Committee shall be constituted with at least two or more directors who will be responsible for CSR activities / projects undertaken.

However, where the amount to be spent by the Company does not exceed Rs. 50 Lakhs, the constitution of CSR Committee shall not be applicable as per CSR Regulations. Accordingly, functions of such Committee shall be discharged by the Board of Directors of the Company.

Further, where the Company have any amount in its Unspent CSR Account, it shall constitute CSR Committee for complying with the provisions.

The Board shall be entitled to modify the composition of the CSR Committee from time to time in accordance with the requirements of the prevailing law.

V. Responsibilities of CSR Committee:

a. Formulate CSR Policy, inter-alia in compliance with Section 135 of the Companies Act, 2013 & Schedule VII thereof and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.

b. Identify and recommend to the Board, from time to time, the activities / projects, in line with

such CSR Policy and seek its approval and expenditure thereon, from the Board of Directors of the Company;

c. Put and institute transparent monitoring mechanism to review implementation status of each activity / project;

d. Recommend to the Board, modifications to the CSR policy as and when required;

e. Meet at least twice in a financial year to review the progress made on various activities / project; and

f. Formulate a CSR Management Committee of the Company to monitor the approved CSR activities, spending thereon from time to time with a robust and transparent governance structure to oversee the implementation of CSR Policy

V. Governance Structure :

In order to set up a robust and transparent governance structure, the Company has constituted CSR Management Committee comprising of Country Head, Head – Human Resources and Head – Finance & Accounts for implementation and execution of CSR initiatives adopted by the Company in accordance with the provisions of the Companies Act, 2013.

In case, if Company is not required to constitute CSR Committee, the above mentioned functions shall be carried out by the Board of Directors of the Company.

 

VI. Governance Structure:

The Board of Directors or CSR Committee shall authorize any person from time to time for execution of CSR initiatives or projects in accordance with the provisions of the Companies Act, 2013 who will be accountable to the said appointing authority.

VII. CSR Activities:

Company shall undertake CSR activities for development of the society and the environment, particularly in the vicinity of the areas where the facilities of the Company is located.

A. The company shall undertake such activities which are broadly related to any of the following:

(i) Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation

(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.

(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, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;

(vii) training to promote rural sports, nationally recognized sports, paralympic sports and olympic sports

(viii) Rural development projects

(ix) Development of area declared as “slum area” by the Government or Competent Authority.

(x) Disaster management, including relief, rehabilitation and reconstruction activities.

B. The company may also contribute to the following funds as part of CSR activities:

(i) Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water.

(ii) Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;

(iii) 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 caste, tribes, other backward classes, minorities and women;

(iv) 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;

(v) 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 Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).

The above areas as enshrined in Schedule VII to the Act and included in this policy aims to provide macro areas in which CSR projects should be undertaken by the Company. The CSR Committee or the Board of Directors should consider details of CSR projects as elaborated in the annual action plan for each financial year.

Any CSR activity proposed to be undertaken as a CSR initiative, but not specifically covered in the aforesaid, may be undertaken only with the prior approval of the Board of Directors and CSR Committee, if any.

VIII. Formulation of Annual Action Plan

Annual action plan shall be formulated and approved by the Board of Directors for every financial year, including the following:

a. The list of CSR projects or programs that are approved to be undertaken in areas or subjects specified in Schedule VII of the Companies Act, 2013,

b. The manner of execution of such projects or programs,

c. The modalities of utilization of funds and implementation schedules for the projects or programs,

d. Monitoring and reporting mechanism for the projects or programs, and

e. Details of need and impact assessment, if any, for the projects undertaken by the Company.

However, Board of Directors may alter such plan at any time during the financial year, based on the reasonable justification to that effect.

IX. CSR Spending:

The Company shall strive to achieve the objectives of CSR Policy and allocate every year:

a. Minimum 2% of its average net profits before tax made during the three immediately preceding financial years

b. Any income or surplus arising out of the CSR activities, projects or programs shall not form part of the business profit of the Company and the same shall be ploughed back for use in CSR activities.

The Company may allocate funds towards the building of CSR capacities within the Company as well as of the entities / agencies selected to carry out such activities, provided that expenses incurred for general management and administration shall not exceed 5% of the total CSR expenditure of the Company for the financial year.

All the expenditure relating to CSR activities shall be pre-approved by the CSR Committee or the Board of Directors, as the case may be. The Chief Financial Officer or the person who is charge of the finance shall monitor the utilization of funds for the purposes set forth and certify to this effect.

Unspent CSR amount, if any, shall be transferred to separate account called as Unspent CSR Account opened with scheduled bank or to any Fund as specified in schedule VII in accordance with the applicable CSR Regulations from time to time.

IX.   X. Mode of implementation:

Company's CSR activities may be carried out through any of the below or combination of them:

a. the Company on its own;

b. through collaboration with other companies for undertaking CSR projects and such respective companies should be in a position to report separately on project or program undertaken by them.

c. through an entity established under an Act of Parliament or a State legislature;

d. through registered public trust or registered society or through a company incorporated under Section 8 of the Companies Act, 2013, established by Central or State Government;

e. through registered public trust or registered society or through a company incorporated under Section 8 of the Companies Act, 2013, registered under Section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities

Subject to the condition that entities mentioned in a, b and c points shall be registered with Central Government in accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder

XI. Monitoring of CSR activities:

The Company shall ensure that it receives the following from any external entity, if any, implementing CSR activities on behalf of the Company:

a. Detailed statements for the implementation of any CSR activities, including copies of any agreements or instruments proposed to be executed for the purpose of such activities;

b. Audited financial statements, including cash flow statements relating to the CSR activities within 30 days of the end of each financial year;

c. Half yearly operational / progress reports within 15 days of the end of each half year along with a consolidated statement of expenses for any CSR activities undertaken;

d. Copies of any reports or communications received from any governmental authority, or from any other entity, relating to the CSR activities;

e. Any information material to the CSR activities or material to the ability of any party to implement such activities.

The CSR Committee or the Board of Directors, as the case may be, may engage external agencies to evaluate the CSR projects and monitor its progress and the CSR Committee or the Board of Directors shall be entitled to guide/ modify any CSR Activities as being undertaken

XII. Inclusiveness of Employees:

With an aim to engage the work force of the Company’s at its Store and Office, employees are encouraged to:

a. Donate Time: Donating time involves greater commitment and effort than giving money, meaning a volunteer initiative can require more significant coordination and effort when compared to other employee engagement programs and CSR initiatives. Volunteering builds relationships, develops skills and ignites change in local communities.

b. Donate dry waste: paper, plastic, metal parts the same would be used for generating money for contribution of the above causes.

c. Donate in kind: Books, toys or any other form.

d. Donate money: Associates can mobilize resources by using their talent and conduct shows /paint and proceeds can be given for the causes.

XIII. Treatment of Surplus:

Any surplus generated from CSR activities / projects undertaken will be separately tracked and channelized into CSR corpus. These funds will be further used in development of the CSR projects and will not be added to the normal business profits of the Company.

XIV. General Clause:

a. In case of any doubt with regard to any provision of this Policy and also in respect of matters not covered herein, a reference shall be made to the Board of Directors and their interpretation and decision shall be final.

b. Any or all provisions of the CSR Policy would be subject to revision / amendment in accordance with the requirements of the law for the time being in force. The Company reserves the right to modify, cancel, add, or amend any of these provisions.

XV. Dissemination of Policy:

The Company shall disclose this policy as required under the provisions of the Companies Act, 2013 on its website and as well in its Board report.