Corporate Social Responsibility (CSR) Policy

OF THERMOCOOL HOME APPLIANCES LIMITED

CIN: U32109UP2006PLC239630 Registered Office: C 13, MEERUT ROAD, INDUSTRIAL AREA SITE 3, RAJ NAGAR EXTENSION, GHAZIABAD, UTTAR PRADESH, INDIA-201017

1. PREAMBLE

THERMOCOOL HOME APPLIANCES LIMITED ("Company") is committed to conducting its business in a responsible and sustainable manner and contributing towards the social, economic and environmental development of the communities in which it operates.

The Company believes that responsible corporate citizenship is an integral part of its business philosophy. The Company shall undertake Corporate Social Responsibility ("CSR") activities in accordance with Section 135 of the Companies Act, 2013 ("Act"), Schedule VII to the Act, the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time ("CSR Rules"), and other applicable laws, rules, circulars and notifications.

This Policy sets out the Company's approach, principles, governance framework and implementation mechanism for undertaking CSR activities.

2. OBJECTIVES OF THE POLICY

The objectives of this Policy are:

  1. To undertake CSR activities for the benefit of society and communities in a sustainable and responsible manner.
  2. To contribute towards inclusive social development, particularly for disadvantaged and vulnerable sections of society.
  3. To promote education, healthcare, skill development, livelihood opportunities and environmental sustainability.
  4. To undertake CSR projects having measurable and sustainable social impact.
  5. To encourage employee participation and engagement in CSR initiatives, wherever appropriate.
  6. To ensure that CSR activities are undertaken in compliance with applicable provisions of the Act, Schedule VII and CSR Rules.
  7. To establish an effective framework for identification, approval, implementation, monitoring and reporting of CSR activities.

3. SCOPE AND APPLICABILITY

This Policy shall apply to all CSR activities undertaken by the Company within India.

The Policy shall be applicable to the Company and shall be implemented in accordance with the CSR provisions applicable to the Company from time to time.

CSR activities shall be undertaken only in areas or subjects specified under Schedule VII of the Act, as amended from time to time.

The Company may undertake CSR activities independently or in collaboration with eligible implementing agencies, subject to applicable laws and CSR Rules.

4. CSR VISION

The Company's CSR vision is:

"To contribute towards building a healthier, educated, skilled, inclusive and environmentally sustainable society through responsible and impactful initiatives."

Considering the Company's business in the manufacturing of electronic products, the Company shall endeavour, wherever appropriate, to give particular attention to initiatives relating to:

  • Environmental sustainability;
  • Energy conservation and renewable energy;
  • E-waste awareness and responsible disposal;
  • Education and digital literacy;
  • Skill development and employability;
  • Community healthcare;
  • Sanitation and safe drinking water;
  • Rural and community development; and
  • Livelihood enhancement.

The above areas shall not restrict the Company from undertaking any other activity falling within Schedule VII.

5. CSR GOVERNANCE STRUCTURE

5.1 Board of Directors

The Board of Directors ("Board") shall have the overall responsibility for ensuring compliance with the CSR provisions applicable to the Company.

The Board shall:

a. approve the CSR Policy;

b. approve the CSR Annual Action Plan;

c. approve CSR expenditure and projects in accordance with applicable law;

d. ensure that the Company spends the prescribed CSR amount in accordance with Section 135 of the Act;

e. satisfy itself regarding the utilisation of CSR funds;

f. monitor implementation of CSR projects;

g. approve modifications to the CSR Policy and Annual Action Plan, where permitted under applicable law;

h. ensure appropriate disclosure of CSR activities in the Company's Board's Report and on the Company's website, as applicable.

5.2 CSR Committee

Where constitution of a CSR Committee is applicable to the Company under Section 135, the CSR Committee shall be constituted by the Board in accordance with applicable law.

The CSR Committee shall:

a. formulate and recommend the CSR Policy to the Board;

b. recommend the CSR Annual Action Plan;

c. recommend the amount of expenditure to be incurred on CSR activities;

d. identify and recommend CSR projects and programmes;

e. monitor the CSR Policy and implementation of CSR projects;

f. review the progress and utilisation of CSR funds;

g. recommend changes or modifications to CSR projects, wherever required;

h. undertake such other functions as may be prescribed under applicable law.

Where the constitution of a CSR Committee is not mandatory under applicable law, the functions of the CSR Committee shall be performed by the Board or such committee/person as may be authorised by the Board.

6. CSR THEMATIC AREAS

Subject to Schedule VII of the Act, the Company may undertake CSR activities in the following areas:

6.1 Education and Digital Literacy

  • Promoting education, including special education;
  • Scholarships and educational support for economically weaker sections;
  • Digital literacy programmes;
  • Support for schools and educational institutions;
  • Vocational and technical education;
  • Educational infrastructure and learning facilities.

6.2 Healthcare and Sanitation

  • Healthcare programmes for underserved communities;
  • Preventive healthcare and health awareness;
  • Medical camps;
  • Support for hospitals and healthcare institutions;
  • Sanitation and hygiene initiatives;
  • Safe drinking water projects.

6.3 Skill Development and Livelihood

  • Skill development and vocational training;
  • Employment-oriented training programmes;
  • Entrepreneurship development;
  • Livelihood enhancement programmes;
  • Support for women, youth and economically weaker sections.

6.4 Environmental Sustainability

The Company, being engaged in manufacturing of electronic items, may give appropriate consideration to:

  • Environmental sustainability;
  • Ecological balance;
  • Conservation of natural resources;
  • Water conservation;
  • Afforestation and plantation;
  • Renewable energy initiatives;
  • Energy efficiency and conservation;
  • Environmental awareness programmes;
  • Responsible management and awareness relating to electronic waste, wherever falling within Schedule VII.

6.5 Rural and Community Development

  • Rural development projects;
  • Community infrastructure;
  • Support for disadvantaged communities;
  • Development of basic community facilities;
  • Sanitation, water and hygiene initiatives.

6.6 Women Empowerment

  • Skill development for women;
  • Livelihood and entrepreneurship programmes;
  • Educational support;
  • Health and awareness initiatives;
  • Programmes promoting gender equality and dignity.

6.7 Support for Differently Abled and Vulnerable Persons

  • Support for persons with disabilities;
  • Rehabilitation initiatives;
  • Accessibility and inclusion programmes;
  • Assistance to vulnerable sections of society.

6.8 Disaster Management

  • Disaster management;
  • Relief, rehabilitation and reconstruction activities;
  • Contributions to eligible funds specified under Schedule VII.

The Company may undertake other activities specifically covered under Schedule VII from time to time.

7. CSR PROJECT IDENTIFICATION

CSR projects may be identified based on:

a. community needs assessment;

b. geographical proximity to the Company's operations;

c. recommendations received from eligible implementing agencies;

d. suggestions from employees and stakeholders;

e. social and environmental impact assessments;

f. Government programmes and development priorities; and

g. other areas falling within Schedule VII.

The Company shall endeavour to select projects having identifiable objectives, measurable outcomes and sustainable impact.

8. GEOGRAPHICAL AREA

The Company shall endeavour to undertake CSR activities in and around the areas where it operates, including areas surrounding its manufacturing facilities and offices, while giving preference to the local area and areas around its operations, to the extent practicable and in accordance with applicable law.

The Company may undertake projects anywhere in India where such projects are permissible under Schedule VII and considered appropriate by the Board.

9. ANNUAL ACTION PLAN

The CSR Committee, wherever applicable, shall formulate and recommend to the Board an Annual Action Plan containing the details prescribed under the CSR Rules.

The Annual Action Plan may include:

  1. List of CSR projects/programmes;
  2. Manner of execution;
  3. Modalities of utilisation of CSR funds;
  4. Implementation schedule;
  5. Monitoring and reporting mechanism;
  6. Details of need and impact assessment, wherever applicable;
  7. Proposed CSR expenditure; and
  8. Such other particulars as may be prescribed.

The Board may alter the Annual Action Plan during the financial year, based on the recommendation of the CSR Committee, wherever applicable, and in accordance with applicable law.

10. IMPLEMENTATION OF CSR ACTIVITIES

CSR activities may be implemented:

a. directly by the Company;

b. through an eligible implementing agency registered with the Ministry of Corporate Affairs, wherever registration is required;

c. through a company established under Section 8 of the Companies Act, 2013;

d. through a registered public charitable trust or society, subject to applicable law;

e. in collaboration with other companies, wherever legally permissible; or

f. through any other mode permitted under applicable CSR Rules.

The Company shall undertake due diligence of implementing agencies before engaging them for CSR projects.

The Company shall ensure that CSR funds are utilised only for approved CSR projects and activities.

11. CSR EXPENDITURE

The Company shall endeavour to spend the amount prescribed under Section 135 of the Act and applicable CSR Rules.

CSR expenditure shall be incurred only on activities falling within Schedule VII and approved in accordance with this Policy and the Annual Action Plan.

Administrative overheads shall be maintained within the limits prescribed under applicable CSR Rules. The current CSR Rules provide that administrative overheads shall not exceed five per cent of the Company's total CSR expenditure for the financial year.

Any surplus arising from CSR activities shall not form part of the Company's business profits and shall be dealt with in accordance with applicable CSR Rules.

Any excess CSR expenditure, where eligible, may be set off against future CSR obligations in accordance with applicable law and subject to the prescribed conditions.

12. CSR IMPLEMENTING AGENCIES

Before appointing an implementing agency, the Company shall conduct appropriate due diligence, including verification of:

  • legal status;
  • registration and eligibility;
  • CSR registration number, wherever applicable;
  • experience in implementing similar projects;
  • financial and governance credentials;
  • track record;
  • utilisation of funds;
  • statutory compliance; and
  • ability to monitor and report project outcomes.

The Company may require implementing agencies to provide periodic utilisation certificates, progress reports, photographs, beneficiary details, invoices and other supporting documents.

13. MONITORING AND EVALUATION

The Company shall establish an appropriate monitoring mechanism for CSR projects.

Monitoring may include:

  • Periodic progress reports;
  • Utilisation certificates;
  • Financial statements;
  • Site visits;
  • Photographic/video evidence;
  • Beneficiary feedback;
  • Project completion reports;
  • Outcome and impact indicators; and
  • Independent assessment, wherever required.

The CSR Committee/Board shall periodically review the progress of CSR projects and expenditure.

Where applicable, the Company shall undertake impact assessment in accordance with the CSR Rules.

14. CSR REPORTING AND DISCLOSURES

The Company shall make appropriate disclosures relating to CSR in its Board's Report and on its website, as required under applicable law.

The Company shall disclose, inter alia:

  • CSR Policy;
  • CSR Committee composition, where applicable;
  • CSR projects approved by the Board;
  • amount spent on CSR;
  • details of unspent CSR amount, where applicable;
  • annual CSR report;
  • impact assessment reports, wherever applicable; and
  • other information prescribed under the Act and CSR Rules.

The MCA framework specifically requires the Board's Report to contain the applicable annual CSR report and requires the CSR Policy and approved CSR projects to be made available on the Company's website.

15. EXCLUSIONS FROM CSR

The Company shall not treat the following as CSR expenditure except to the extent specifically permitted under applicable law:

a. activities undertaken in the normal course of business of the Company;

b. activities undertaken exclusively for the benefit of the employees of the Company and their families;

c. contributions to political parties;

d. activities undertaken outside India, except where specifically permitted under the CSR Rules;

e. activities supported merely as sponsorships or marketing benefits for products or services;

f. activities undertaken to fulfil any statutory obligation under any law in force;

g. activities that do not fall within Schedule VII.

The Company shall ensure that its CSR activities are distinct from its normal business activities.

16. EMPLOYEE PARTICIPATION

The Company may encourage employees to voluntarily participate in CSR initiatives.

Employee participation may include:

  • Volunteering;
  • Awareness programmes;
  • Educational initiatives;
  • Tree plantation;
  • Community development activities;
  • Skill development programmes; and
  • Other CSR-related activities.

Employee participation shall be voluntary and shall not be treated as CSR expenditure except where permitted under applicable law.

17. CSR AND SUSTAINABILITY

As a manufacturer of electronic items, the Company recognises the importance of responsible manufacturing and environmental sustainability.

The Company may, subject to Schedule VII and applicable CSR provisions, support initiatives relating to:

  • Energy conservation;
  • Water conservation;
  • Renewable energy awareness;
  • Plantation and ecological restoration;
  • Environmental education;
  • E-waste awareness;
  • Recycling and responsible disposal awareness;
  • Sustainable community development.

However, activities undertaken merely as part of the Company's statutory environmental compliance or normal business operations shall not be treated as CSR unless specifically permitted under applicable law.

18. UTILISATION OF UNSPENT CSR AMOUNT

Where any amount remains unspent at the end of a financial year, the Company shall deal with such amount strictly in accordance with Section 135 of the Act and applicable CSR Rules.

Where the unspent amount relates to an ongoing project, the Company shall transfer the amount to the designated Unspent CSR Account within the prescribed period and utilise it in accordance with applicable law.

For amounts not relating to an ongoing project, the Company shall transfer the amount to a fund specified in Schedule VII within the prescribed statutory period, as applicable.

The Company shall maintain appropriate documentation evidencing compliance with the provisions relating to unspent CSR amounts.

19. CREATION OR ACQUISITION OF CAPITAL ASSETS

Where CSR expenditure is utilised for creation or acquisition of a capital asset, the Company shall ensure that the ownership and other requirements prescribed under the CSR Rules are complied with.

Such capital assets shall be held only by entities/persons permitted under applicable law.

20. IMPACT ASSESSMENT

Where the Company is required to undertake impact assessment under applicable CSR Rules, the same shall be carried out through an independent agency in accordance with the prescribed requirements.

The impact assessment report shall be placed before the Board and disclosed/annexed as required under applicable law.

21. GOVERNANCE AND TRANSPARENCY

The Company shall maintain transparency in the planning, approval, implementation and monitoring of CSR activities.

All CSR proposals shall be supported by appropriate documentation, including:

  • Project proposal;
  • Objectives;
  • Budget;
  • Implementation mechanism;
  • Beneficiary details;
  • Timeline;
  • Monitoring mechanism;
  • Expected outcomes; and
  • Supporting documents.

CSR funds shall be utilised strictly for the approved purpose.

22. REVIEW AND AMENDMENT

The CSR Committee/Board shall periodically review this Policy to ensure that it remains aligned with:

  • Changes in applicable law;
  • Amendments to Schedule VII;
  • Amendments to CSR Rules;
  • Regulatory requirements;
  • Company's business strategy; and
  • Emerging social and environmental priorities.

Any amendment to this Policy shall be approved by the Board based on the recommendation of the CSR Committee, wherever applicable.

23. INTERPRETATION

In case of any inconsistency between this Policy and the provisions of the Companies Act, 2013, Schedule VII, CSR Rules or any other applicable statutory requirement, the provisions of such applicable law shall prevail.

Words and expressions used but not defined in this Policy shall have the meaning assigned to them under the Companies Act, 2013 and applicable rules.

24. EFFECTIVE DATE

This Policy shall become effective from the date of its approval by the Board of Directors of the Company.

For THERMOCOOL HOME APPLIANCES LIMITED

Rajeev Kumar Gupta
(Director)

Place: Ghaziabad