The Companies Act, 2013 has brought many new terms, regulations and procedures describing the ways the business in India is to be carried out. Prism Enterprises Private Limited (“the Company”) welcomes the new approach and business avenues that come with the amended legislation. Socially responsible investments, better known as ‘Corporate Social Responsibility’ (CSR) in India.
Prism Enterprises Private Limited was incorporated in year 1999 with an object to carry out business of trading and dealing in all kind and types of goods, merchandise and services. However, the Company’s main focus activity has been jewellery, diamonds precious stones, articles and related activities.
Prism aims to enrich society and drive sustainable economic growth by giving people and businesses innovative ways to be more creative, productive, and successful through the power of information.
CSR in India
CSR in India has traditionally been seen as a philanthropic activity. While the corporate houses have been traditionally engaged in doing CSR activities voluntarily, the new CSR provisions put formal and greater responsibility on companies to set out clear framework and process to ensure strict compliance.
The new Companies Act 2013 (here in after referred to as ‘the Act’), has introduced the idea of CSR to the forefront and through its “Comply-or-Explain” mandate. It mandates qualifying companies to constitute Corporate Social Responsibility Committee to effectively monitor CSR activities of the Company. Further the Companies (Corporate Social Responsibility Policy) Rules, 2014 (here in after referred to as “CSR Rules”) lays down the framework and modalities of carrying out CSR activities which are specified in Schedule VII of the Act.
The Directors of Prism Enterprises Private Limited has been implementing the socially beneficial initiatives directly and/or through Jitendra Kirtilal Bhansali Trust. The said trust is associated with a number of NGO's directly & indirectly in which they are carrying out activities of Medical, Education, Healthcare & Rural Development etc. with integrity, determination & commitment, towards
upliftment of rural people of remote villages for better future of india's growth.
Objective & Scope:
The main objective of the CSR Policy is to lay down guidelines for Prism Enterprises Private Limited (here in after referred to as ‘the Company’) to make CSR as one of the key focus areas that focuses on making a positive contribution to society through high impact, sustainable programs.
This Policy covers current as well as proposed CSR activities to be undertaken by the Company and examining their alignment with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out by the Company and includes strategy that defines plans for future CSR activities.
The Company proposes to implement its CSR activities in various sectors which are prescribed under Section 135 of Companies Act, 2013 read with its relevant rules and Schedule VII, which are modified / amended from time to time.
The Company will review the sectors from time to time and make additions/deletions/clarifications to the above sectors.
CSR Committee:
Constitution
Pursuant to the provisions of Section 135 of the Act, the Board of Directors shall constitute the Corporate Social Responsibility (CSR) Committee. The Board at their meeting held on 31.07.2014 constituted the CSR Committee consisting three Directors vis. Mr. Jitendra Bhansali, Mr. Nirav Bhansali and Mrs. Reshma Bhansali.
Powers of the Committee
Following are the Powers of the CSR Committee:
Formulate CSR Policy and recommend the same to the Board of Directors of the Company for approval
Recommend CSR activities as stated under Schedule VII of the Act
Approve to undertake CSR activities in accordance with the CSR Rules
Recommend the CSR Budget
Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules
Create transparent monitoring mechanism for implementation of CSR Initiatives in India
Submit the Reports to the Board in respect of the CSR activities undertaken by the Company
Monitor CSR Policy from time to time
Frequency of the Meetings of the CSR Committee
The CSR Committee shall meet atleast once in six months. Members of the CSR Committee can agree upon mutually regarding time and place for the said meetings. Quorum for the meeting should be two. The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio visual means in accordance with the provisions of the Companies Act, 2013 and rules made thereunder from time to time. Minutes of the CSR Committee shall be placed before the Board for noting.
CSR Initiatives:
In line with Schedule VII of the Act and the CSR Rules, the Company shall undertake CSR activities
as recommended by the CSR Committee at the beginning of each year.
The Company will establish a monitoring system to ensure that the allocation of funds is spent on the intended purpose only.
The Company may appoint a person of sufficient seniority to monitor the use of funds allocated for CSR activities.
Monitoring will be done on quarterly basis.
Monitoring report will be submitted to the Chairman of CSR committee.
The Company will not contribute any amount directly or indirectly to any political party. Any such contribution will not be considered as CSR activity
The CSR projects or programs or activities that benefit only the employees of the Company and their families will not be considered as CSR activities in accordance with section 135 of Companies Act, 2013
The Company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility activities.
This policy will be displayed on website of the Company & shall form part of the Annual Report of the Company.(S. 135(4)(a))
Financials:
The Company will ensure that in pursuance of its Corporate Social Responsibility Policy, it spends, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years, or such other amount as may be prescribed. In case of inadequate profits; the Board of Directors will decide the amount of spending.
Project costs estimates will be allocated at the beginning of each financial year and approved by the Board of Directors.
The gap, if any, between the project costs and availability of funds will be bridged through the means of raising funds from individuals, groups, Government departments and / or other such organizations.
All the expenses carried out for CSR programs will be properly accounted in separate ‘CSR expense book’ as per accounting methods and will be reported in the prescribed format. The accounts department of the Company will be responsible for maintaining the books on CSR activities for the amounts directly spent by the Company.
The accounts will be subject to usual audit by the Company’s auditors from time to time.
Corpus Fund:
The corpus would include the following:
2% of the average net profits (before taxes) of the Company during the three immediately preceding years, or such amount required to be contributed by the Company as per extent applicable legal provisions.
Any income arising therefrom
Surplus arising out of CSR activities.
Surplus arising out of the CSR activity will not be part of business profits of the Company.
Carrying forward the unspent funds in next financial year will be as per the directions from the Income Tax Department or any other competent govt. directions.
The foregoing will form broad initial guidelines for CSR activities of the Company and are subject to amendments as and when required.
In case the Company fails to spend the above targeted amount in that particular financial year, the Committee shall submit a report in writing to the Board of Directors specifying the reasons for not spending the amount which in turn shall be reported by the Board of Directors in their Directors’ Report for that particular Financial Year.
Modalities For Execution Of The Csr Project:
The Quantum of Contribution of the Funds and the time schedule shall be decided by the CSR Committee from time to time as and when required. However, during the year Prism Enterprises Private Limited have decided to spend the CSR amount on education and will provide necessary amount to Friends of Tribal Society for CSR activity.
