CSR

1. Preface
Corporate Social Responsibility (CSR) is the way and means through which Corporates can fulfill their social obligations to the Society by contributing their resources in various forms. CSR is strongly connected with the principles of sustainability and on the principal that an organization should make decisions based not only on financial or operational factors, but also on social and environmental consequences of its actions. Ugam believes that it is its core corporate responsibility and commitment to grow in a socially and environmentally responsible way, while meeting the interests of its stakeholders.

2. Objective and Purpose
The key purpose of this Policy is to:
  • Outline the areas which will come under the ambit of Ugam’s CSR Policy.
  • Define governance structure for CSR management within the Company.
  • Serve as a guiding document aiding in identification, execution and monitoring of CSR projects.
  • Set out the treatment of surplus available from CSR activities.
3. Alignment with Ugam Values
We intend to imbibe our CSR policy with the same values which directs Ugam. Hence, this CSR Policy absorbs Ugam’s core values and is aligned in the following manner to its CSR strategy:
  • Being Accountable for what we do: Ugam considers it most important that it be held accountable for contributing back in a meaningful way to the upliftment of the Society/Nation.
  • Embrace Diversity: Ugam believes in embracing diverse views and opinions which lead to a better solution. Accordingly, for execution of its CSR objectives Ugam plans to partner, where necessary, with NGOs/ other charitable organizations to meet its CSR objectives.
  • Collaborate to Win: Collaborating with other NGOs/ charitable organizations, with footprint/ expertise in areas selected, is a key aspect of Ugam’s strategy to make a positive impact in its CSR activities.
4. Applicability
Ugam’s CSR Policy is applicable to Ugam Solutions Pvt. Ltd and its Indian subsidiaries (collectively referred to as “Ugam”) and is in line with the obligations cast on Ugam under Section 135 of the Companies Act, 2013 (the “Act”) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time (the “CSR Rules”).

5. Scope of CSR Policy
This Policy applies to all CSR projects that will be undertaken by Ugam and shall fulfill all the requirements of Section 135 of the Act. Ugam shall ensure that all these activities are over and above the normal course of business and are in line with Schedule VII of the Act. This Policy will be periodically reviewed and updated in line with the relevant codes of legislation and best practices that can be adopted by Ugam.

6. Key Focus Areas
Ugam has broadly selected four areas of focus under its CSR activities, which are as under:
 
         Education:
  • Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects.
         ​Environment Sustainability:
  • 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;
  • 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 arts and handicrafts.
Medical and other Welfare
  • Providing medical relief and rehabilitation to communities who either don’t have access to quality health care or cannot afford it;
  • Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
  • 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;
  • Measures for the benefit of armed forces veterans, war widows and their dependents;
  • Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;
  • Contribution to the 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;
  • Contributions to funds provided to technology incubators located within academic institutions which are approved by the Central Government;
  • Rural development projects;
  • 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.
Emergencies and Natural Calamities
  • Ugam shall provide relief, support, rehabilitation etc. in case of natural calamities or emergencies.
7. Undertaking CSR activities
Ugam will undertake CSR activities either in partnership with not for profit, registered trusts/ societies/other body corporates who are engaged in activities or programs which fall within the purview of Ugam’s CSR Policy and areas of focus, or directly through a trust it may set up in future for the purpose or both.

8. Governance Structure:
Ugam has set up a governance structure which is responsible for implementing and administering its CSR Policy, in compliance with the requirements of Section 135 of the Act.

Ugam has constituted a CSR Committee that will be responsible for the implementation of the CSR projects undertaken and who will report to Ugam’s Board of Directors. The CSR Committee is supported by the CSR Team, comprised of representatives from both the Companies which comprise Ugam.

8.1 CSR Committee
Ugam has constituted Corporate Social Responsibility Committee (the “CSR Committee”) in line with Section 135 of the Act. The CSR Committee consists of following members of the Board:
  • Mrs. Mohana Nair – Chairperson
  • Mr. Raj Nair
  • Mr. Sunil Mirani
  • Mr. Madhav Mirani
The CSR Committee of the Board shall be responsible for:
  • Formulation of CSR Policy which is to be approved by the Board.
  • Approval of projects that are in line with the Policy.
  • Putting in place Monitoring mechanisms to track progress of projects and implementation of CSR Policy.
  • Recommend to the Board, modifications to CSR Policy as and when required.
  • Recommend the expenditure for CSR projects to be approved by the Board.
  • Apprise the Board of the CSR expenditure done during the year.
  • Review of CSR activities in the Company.
8.2 CSR Team:
A dedicated CSR Team shall be constituted from among the employees at Ugam, for implementing the CSR Policy and shall work under the guidance of CSR Committee and will be mainly responsible for:
  • Execution of CSR Policy
  • Identifying projects and key initiatives pursuant to CSR Policy.
  • Facilitating allocation of funds to the projects as identified for CSR activities.
  • Monitoring CSR Projects to establish effectiveness of CSR efforts and appraise the same to CSR Committee.
  • Compiling of information & preparing of Annual Reports on CSR activities and presenting the same to CSR Committee.
  • Any other activity necessary to ensure achievement of CSR objectives.
9. CSR Budget
The total budget for the CSR projects will be decided by the CSR Committee in accordance with applicable provisions of the Act and the CSR Rules. CSR Committee proposes to distribute the budget among the Key Focus Areas in the following manner:
 
Key Focus Areas
% outlay Project or Program wise
Education
50 to 60%
Environment and Sustainability
20 to 25%
Medical and other Welfare
20 to 25%
Emergencies and Natural Calamities
10 to 15%

 For any reason if the CSR team is not able to utilize the expenditure allocated in any of the areas described above, the same shall be utilized in such other areas as the CSR Team may deem fit, and the CSR Committee will be informed about the same with the reasons therefor.

10. Implementation Process
10.1 CSR Contributions:
The Company will endeavor to contribute and spend at least 2% of the average net profits of the Company made during the three immediately preceding financial years or such larger amount as may be recommended by the CSR Committee from time to time in pursuance of this Policy.

10.2 Compliance, Monitoring and Reporting
10.2.1 Compliance
The CSR Team will plan, implement, monitor and manage all CSR projects & activities for Ugam and will work closely with the CSR Committees and the Board of the two Companies.
The CSR Team will formulate implementation plans for the projects specifying the following:
  • Activities to be undertaken
  • Budgets proposed
  • Time frame for implementation
  • Responsibilities and authorities for implementation
  • Results expected to be achieved post implementation.
10.2.2 Monitoring
The CSR Team will monitor the implementation and progress of the approved projects through appropriate mechanisms such as site visits, review meetings and progress reports etc. Mechanisms to track data and monitor projects will be established to ensure the transparency and efficiency of the implementation process. The projects will be evaluated against the milestones defined in the implementation plan of the projects.

10.2.3 Reporting
The CSR Committee, based on reports presented by the CSR Team, shall update the Board which will annually publish report on the CSR projects as a part of the Director’s report. The report will disclose information in the format as prescribed by Section 135 of the Act. The CSR Committee shall also submit a statement to the Board that the implementation and monitoring of the CSR Policy is in compliance with the approved CSR Policy of the Company.

The Board shall ensure that the CSR Policy on being approved by the Board shall be displayed on the website of the Company and any modifications carried out from time to time shall also be updated on the website of the Company respectively.

The Board shall further ensure that the activities as are included in Ugam’s CSR Policy are undertaken by Ugam.
 
11. Treatment of Surplus
Any surplus generated from CSR projects undertaken by Ugam in a particular financial year w. e. f. Financial Year 2016-17 will be tracked and channelized into Ugam’s CSR corpus. These funds will be used in development of the CSR projects in the following year and will not be added to the normal business profits.