RESPONSIBILITY

 Draeger India Private Limited (“DIPL”) through the recommendations made by the Corporate Social Responsibility Committee (“CSR Committee”) has revised the Corporate Social Responsibility Policy (“CSR Policy”) with effect from August 29, 2023 in alignment with its objective, principles and values, to grow in a socially and environmentally responsible manner, and as a result DIPL strives to contribute to socially responsible activities. DIPL’s CSR initiative aims at having a long‐term sustainable impact on the community.

This CSR Policy shall be read in line with Section 135 of the Companies Act 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014, Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and such other rules, regulations, circulars, and notifications as may be applicable and as amended from time to time.

 SCOPE 

The CSR Policy shall be applicable to all CSR initiatives and activities undertaken by DIPL and all its employees for the welfare and sustainable development benefit of different segments of society at large. This Policy is in line with Section 135 of the Companies Act, 2013 (the “Act”) and the rules made thereunder. The Policy would function as a self‐regulating mechanism for the Company’s CSR Activities and enable adherence to laws, ethical standards and international best practices in this regard. This CSR Policy shall be applicable to all CSR initiatives and activities undertaken by DIPL either directly or through entities as mentioned in rule 4 of the Companies (Corporate Social Responsibility) Amendment Rules, 2019 for the benefit of different segments of the society.

GOVERNANCE STRUCTURE

Section 135 of the Act read with applicable rules thereon, the CSR Committee of the board is responsible to formulate and recommend to the Board, the CSR Policy indicating the activities falling within the purview of Schedule VII to the Act, to be undertaken by the company, to recommend the amount to be spent on CSR activities and to monitor the CSR Policy periodically.

CSR Committee

 The CSR Committee shall comprise of the following members:

1) Mr. Shalin Patel

2) Mr. Dipesh Navin Vora

Responsibilities of the CSR Committee

1. Formulation and recommendation to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Act.

2. Monitoring the CSR policy of the Company from time to time.

3. Formulation and recommendation of an annual action plan as per the provisions of the Act to the Board of Directors.

4. Recommendation of any alteration in the annual action plan at any time during the year and update, if any, required to the CSR Policy.

5. Implementation and Monitoring of the CSR activities as per the annual action plan.

6. Identify projects of the Company as ‘Ongoing Projects’ as per the provisions of the Act and recommend the same to the Board.

7. Recommend the annual CSR expenditure budget to the Board for approval.

8. Undertake Impact assessment through third parties for CSR projects whenever applicable.

9. Ensure implementation of CSR activities of the Company within the applicable framework.

10. Determine the overall scope of, provide input on, and recommend adoption of the CSR report to the Board of Directors of the Company.

11. The performance of such other functions as may be necessary under any statutory or other regulatory requirements to be performed by the Committee and as delegated by the Board from time to time.

The Managing Director may designate certain employees within the Company (“CSR Team”) to execute specific projects but will continue to retain full responsibility for the overall delivery and success of the CSR activity.

PRINCIPLES OF SELECTION OF CSR PROJECTS 

DIPL vision is to contribute to the social and economic development of the community. DIPL strategy is to integrate its activities in community development, social responsibility and environmental responsibility and encourage each of its employees and business function to include these considerations into its operations. As part of the CSR program, DIPL actively implements the projects and initiatives for the betterment of society, communities, and the environment. DIPL support to any project will depend on the scale of the project and feasibility of the project. While identifying the projects following points is/ should be kept into consideration:

1) Project objectives;

2) Baseline survey – it would give the basis on which the outcome of the Project would be measured;

3) Implementation schedules- Timelines for milestones of the Project will need to be prescribed;

4) Responsibilities and authorities;

5) Major results expected and measurable outcome.

CSR BUDGET AND EXPENDITURE

Budget

The annual budget for DIPL CSR initiative shall be reviewed by the CSR Committee and recommended to the Board. The allocation of funds to specific projects or initiatives within the major heads may be approved by the board on recommendation of the CSR Committee.

All CSR projects to be undertaken by DIPL will be approved by board on recommendation of CSR Committee.

Expenditure

a) CSR spending may include the application of any of the assets or properties of the Company to a CSR project or program. Where any such property or asset is so utilized by the Company, the lower of its fair value or WDV shall be treated as the monetary amount of the spending. Any direct and/or indirect expenses incurred by the Company in accordance to this CSR Policy for projects or programs relating to CSR activities shall be construed as CSR expenditure. The spending in any given financial year will be established solely on the basis of the merits of the projects and activities identified in that particular year.

b) The Board shall ensure that the administrative overheads shall not exceed five percent of total CSR expenditure of the company for the financial year.

c) The CSR amount may be spent by DIPL for creation or acquisition of a capital asset, which shall be held by:

• a company established under section 8 of the Companies Act, 2013, or a registered public trust or registered society, having charitable objects and CSR registration number; or
• beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or
• a public authority

Treatment of Surpluses

a) Any surplus arising out of the CSR activities shall not form part of the business profit of DIPL and shall be ploughed back into the same project or shall be transferred to the unspent CSR Account and spent in pursuance of CSR Policy and annual action plan of DIPL or transfer such surplus amount to a fund specified in Schedule VII, within a period of six months of the expiry of the financial year.

b) In case DIPL spends an amount in excess of requirement provided under sub-section (5) of section 135), such excess amount may be set off against the requirement to spend under sub-section (5) of section 135 up to immediate succeeding three financial years subject to the conditions that:

• the excess amount available for set off shall not include the surplus arising out of the CSR activities, if any, in pursuance of sub-rule (2) of Rule 7 of the Companies (Corporate Social Responsibility) Amendment Rules, 2021.
• the board of the company shall pass a resolution to that effect.

CSR FOCUS AREAS

 While the list of the specific CSR activities which DIPL will undertake in any given year will be recommended by the CSR Committee and approved by the board, CSR efforts will broadly cover the following activities permitted under the Companies Act, 2013, rules and schedule VII, the brief of which are stated below:

1) promoting health care including preventive health care and sanitation and making available safe drinking water;

2) eradicating hunger, poverty and malnutrition;

3) promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

4) 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;

5) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintain quality of soil, air & water;

6) protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; and setting up public libraries; promotion and development of traditional arts and handicrafts;

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

8) training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;

9) 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 castes, the scheduled tribes, other backward classes, minorities and women;

10) contribution to incubators or research and development projects in the field of science, technology, engineering and medicine funded by the central or state government or PSU oar any agency of the central and state government;

11) contribution to public funded universities, IITs, DAE, DBT, DST, AYUSH, DRDO, ICAR, ICMR, CSIR, SDGs;

12) rural development projects;

13) slum area development;

14) disaster management, including relief, rehabilitation and reconstruction activities.

IMPLEMENTATION PROCESS

1) The Board shall ensure that the CSR activities are undertaken by the company itself or through:

a) a company established under section 8 of the Companies Act, 2013, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company; or:

b) a company established under section 8 of the Companies Act, 2013 or a registered trust or a registered society, established by the central government or state government; or

c) any entity established under an Act of Parliament or a State legislature; or

d) a company established under section 8 of the Companies Act, 2013, or a registered public trust or a registered society, 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.

2) Every entity, covered above, who intends to undertake any CSR activity, shall register itself with the central government by filing the form CSR-1 electronically with the registrar, with effect from the 01st day of April, 2021 and obtain a unique CSR registration number.

Provided that the provisions of this sub-rule shall not affect the CSR projects or programmes approved prior to the 01st day of April, 2021.

3) The Company may engage international organisations for designing, monitoring and evaluation of the CSR projects or programmes as per the CSR Policy as well as for capacity building of their own personnel for CSR.

4) DIPL may also collaborate with other companies for undertaking projects or programmes 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 programmes.

5) The board of DIPL shall satisfy itself/ or be satisfied that the funds so disbursed have been utilised for the purposes and in the manner as approved by it and the chief financial officer or the person responsible for financial management shall certify to the effect.

6) In case of ongoing project, the board of DIPL shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.

MONITORING AND EVALUATION PROCESS

 The CSR Committee shall institute a well‐defined evaluation mechanism to ensure that each CSR activity which is to be funded fulfils the following:

1) clear objectives;

2) clear targets, timelines and measurable parameters, where possible;

3) progress monitoring and reporting framework that is aligned with the requirements of the Companies Act, 2013 and rules made thereunder;

4) designated staff within the Company with the responsibility of monitoring approved projects and funds disbursals for such projects. Monitoring mechanism would include having visits, meeting and obtaining regular status reports;

5) the CSR Committee shall periodically monitor and evaluate the performance of the projects and achievement of targets;

6) the CSR Committee shall review the reasons for company’s inability, if any, in spending the allocated amount or in meeting the timelines for execution of its projects.

ANNUAL ACTION PLAN 

The Annual action plan will be formulated by the CSR Committee and the same will be recommended to the Board. The annual action plan in pursuance of its CSR policy, shall include the following, namely:

1) the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Companies Act, 2013;

2) the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4 of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021;

3) the modalities of Utilisation of funds and implementation schedules for the projects or programmes;

4) monitoring and reporting mechanism for the projects or programmes; and

5) details of need and impact assessment, if any, for the projects undertaken by the company.

The Board may alter such plan at any time during the financial year, as per the recommendation of its CSR Committee, based on the reasonable justification to that effect.

CSR REPORTING AND DISCLOSURE

 The CSR team will share regular reports with the CSR Committee on the projects undertaken and will also ensure annual reporting in the format recommended in the CSR rules as part of the Company’s Annual Report. The board shall mandatorily disclose the composition of the CSR Committee, CSR Policy and projects approved by the board on its website for public access.

In case DIPL has an average CSR obligation of ten crore rupees or more in pursuance of subsection (5) of section 135 of the Companies Act, 2013, in the three immediately preceding financial years, shall undertake impact assessment, through an independent agency, of their CSR projects having outlays of one crore rupees or more, and which have been completed not less than one year before undertaking the impact study. The impact assessment reports shall be placed before the board and shall be annexed to the annual report on CSR. In case DIPL undertakes an impact assessment, then it may book the expenditure towards CSR for that financial year, which shall not exceed five percent of the total CSR expenditure for that financial year or fifty lakh rupees, whichever is less.

TRANSFER OF UNSPENT CSR AMOUNT 

Until a fund is specified in Schedule VII for the purposes of subsection (5) and (6) of section 135 of the Companies Act, 2013, the unspent CSR amount, if any, shall be transferred by the company to any fund included in schedule VII of the Act.

MODIFICATION TO CSR POLICY

 Based on changing the requirements of the target beneficiaries and make such modification(s), as may be necessary, the Committee may amend or modify this Policy from time to time, subject to approval of the Board.