CSR POLICY
CORPORATE SOCIAL RESPONSIBILITY POLICY
In accordance with the provisions of Section 135 of Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee of IN-SOLUTIONS GLOBAL LIMITED (“the Company”) was constituted by the Board of Directors of the Company at their meeting held on 14th July, 2021.
- Preamble
In Solutions Global Ltd. (hereinafter referred to as “ISG”) was set up in the year 2004 when the Card industry in India was at a nascent stage. It has grown steadily over the last Fifteen years and above, riding on the Vision to be a world leader in facilitating electronic financial transactions in a secure environment, of global standards. It has demonstrated its capabilities to simplify operational complexities and be a significant player in fulfilling the national mission of Universal Financial Access.
In the pursuit of excellence in its area of domain expertise, ISG strives to be a responsible Corporate Citizen and endeavors to achieve and evaluate its performance on the principle of Triple Bottom line, viz, People (society and stake holders), Planet ( environment) and Profits.
- Keywords & Meanings
- “Act” shall mean the Companies Act 2013, including any modifications, amendments or re‐enactment thereof.
- “Approved Budget” shall mean the total budget as approved by the Board of the Company upon the recommendation of the CSR Committee, which is to be utilized for CSR Projects.
- “Board” shall mean the Board of Directors of the Company.
- “CSR Annual Plan” shall mean the annual plan detailing the CSR expenditure for the year.
- “CSR Committee” shall mean the Corporate Social Responsibility Committee constituted by the Board of the Company in accordance with the Act.
- “CSR Policy” shall mean the present Corporate Social Responsibility Policy of the Company, which covers the activities to be undertaken by the Company as specified in Schedule VII to the Act and the CSR Expenditure thereon.
- “CSR Projects” or “Projects” means Corporate Social Responsibility projects/activities/ programs/ initiatives, instituted in India, either new or ongoing, and include, but is not limited to those undertaken by the Board in pursuance of recommendations of the CSR Committee as per the declared CSR.
- “Financial Year” shall mean the period beginning from 1st April of every year to 31st March of the succeeding year.
- “Net profit” shall mean the net profit as per Sec 135 of the Act and Rules based on which the specific percentage for CSR expenditure has to be calculated.
- “Rules” shall mean the Companies (Corporate Social Responsibility) Rules 2014, including any re‐enactment, modifications or amendments thereof.
- Policy Objectives
The concept of Corporate Social Responsibility that is in line with the triple bottom line approach, has since been given the status of a statutory obligation by Section 135 of the Companies’ Act 2013 It requires that, every company fulfilling any of the following criteria shall constitute a Corporate Social Responsibility Committee consisting of three or more members of its Board,(at least one being an independent director), and spend in every financial year at least Two percent of the average net profits made during the immediately preceding three years, on any of the activities indicated in Schedule VII under section 135
- Criteria of CSR obligation
- Company having net worth of Rs. Five hundred crore or more ,during any financial year; OR
- Turnover of Rs. One thousand Crore or more ,during any financial year ; OR
- A Net Profit of Rupees Five Crore or more, in any financial year.
- Section 135 therefore is applicable to In -Solutions Global Ltd.
- CSR Activities
- ISG has to give preference to funding CSR activities in the local area in which the company is located and the areas around where it operates .
- ISGs Headquarters/principal operational area is Mumbai.
- Other places where ISG operates are : Bengaluru, Chennai, Delhi, Hyderabad, Pune
- ISG will allocate funds for conducting/supporting one or more of the following kinds of activities directly when it has required personnel or through Institutions,/ Associations,/ Societies,/ Trusts,/ NGOs that have a track record of reliability and verifiable positive impact on beneficiaries, or through Government bodies
The activities that the Company may undertake shall be (inter alia):
- eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
- promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the 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;
- protection of national heritage, an 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;
- 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 or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
- rural development projects.
- CSR Committee Constitution
The Committee comprises of the following members of the Board:
- Adelia Castelino- Managing Director
- Allen Pereira- Independent Director
- Ajit Rangnekar- Independent Director
- Role of the CSR Committee
- Draft the CSR policy and recommend the same to the Board for approval which shall indicate the activities to be undertaken by the company.
- Recommend the amount of expenditure to be incurred on the activities mentioned in point no. (i).
- Monitor the Corporate Social Responsibility Policy of the company from time to time.
- Review and recommend any new CSR initiatives to be taken up by the company.
- Review the progress of CSR projects already undertaken by the company and the utilization of budgets for each such projects.
- Review and recommend the CSR report to be included in the board’s report.
- Review and recommend any amendments to be made in the CSR policy of the Company.
- To carry such other functions as may be delegated to it by the board relating to CSR activities of the company.
- Meetings
- A meeting of the Committee may be called by the Chair of the Committee, the Chair of the Board or President and Chief Executive Officer of the Corporation or by any two (2) members of the Committee.
- A quorum for meetings shall be two (2) directors present in person or by telephone or other telecommunications device that permits all persons participating in the meeting to speak and hear one another.
- Reasonable notice, preferably (7) days before the meeting, shall be given in writing, by e-mail, by facsimile communication or by hand delivery to each member of the Committee, however if all the members of the committee permits, the meeting of the committee shall be called on shorter notice.
- The Agenda and associated material shall be sent to each member of the Committee prior, preferably seven (7) days, to the time for such meeting.
- A director may in any manner waive a notice of meeting, and attendance of a director at the meeting is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not properly called.
- The Committee shall have the right to determine who shall and shall not be present at any part of the meetings of the Committee, and may hold in camera sessions.
- General Governance
The Committee shall have the following general duties and responsibilities to:
- Adopt an Annual Work Plan to ensure that duties and responsibilities listed in the Terms of Reference are scheduled to be achieved.
- Review annually, in conjunction with the Governance Committee, and report to the Board on the adequacy of the Committee’s Terms of Reference.
- Provide formal evaluation in writing on the performance of the Committee on a biennial basis.
- Produce and provide to the Board an annual evaluation of the Committee, which shall compare the effectiveness of the Committee with the requirements of these Terms of Reference, including the Annual Work Plan.
- Support to the Committee
A senior person/executive from among the administrative personnel at the H.O who has the aptitude and attitude for identifying activities, organizations/institutions/agencies etc. for implementing CSR in letter and spirit, will be identified and designated the CSR officer/Executive.
The CSR Officer/Executive will report to the Managing Director and will provide secretarial support to the CSR Committee of the Board, including maintenance of record of allocation & utilization of funds, monitoring the use of funds disbursed to the implementing agency , assessing impact of the activities on the beneficiaries; will prepare performance Report to the CSR Committee/Board as and when required ,and draw up the Annual Report on CSR activities of the Company for assessment by the Board and incorporating the same in the Company’s Annual Report, as required under the Companies Act 2013. The CSR Officer/Executive, the Head of Accounts , Legal and HRM departments shall work in close coordination for achieving the desired results.
The funds ear marked for CSR activities by the Board, on the recommendation of the CSR Committee during each year, will be released by the Managing Director in a suitable manner for the specified activities. While the Accounts Dept will be responsible for the Accounting part, the CSR Officer/Executive shall be responsible for all the tasks broadly enumerated in the Role and Responsibilities of the CSR Officer/Executive in this policy
The CSR Officer/Executive will look out for and compile information regarding Institutions/Agencies/Trusts/ Govt bodies & schemes through which CSR funds could be put to most efficient use in Mumbai and at the places where ISG has operating units/offices and place details before the Managing Director for initiating discussion and decision on beneficiaries , in the CSR Committee in the 1st Quarter ( April- June) of each financial year.
- Confidentiality
All deliberations of the Committee, and all records, material and information pertaining to the Corporation obtained by a member of the Committee shall be considered confidential. Committee members shall maintain the confidentiality of such deliberations, and shall safeguard such records, material and information from improper access.
- Amendment of Policy
The CSR Policy of the company may be amended at any time by the board of the company on the Recommendation of the CSR committee.
