CSR Policy

• Corporate Social Responsibility (CSR) is commitment of UCAM Private Limited (hereinafter referred to as ‘UCAM’ or ‘the Company’) to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.
• UCAM is committed to undertake CSR activities in accordance with the provisions of Section 135 of the Indian Companies Act, 2013 and related Rules.
• UCAM believes corporate development, to be inclusive has to respond to community UCAM upliftment and commits itself to contribute to the society in ways possible for the organization.

• Aims and Objectives :

  Aims and Objectives of the Policy Statement

  • To develop a long-term vision and strategy for UCAM ’s CSR objectives
  • Establish relevance of potential CSR activities to UCAM ’s core business and create an overview of activities to be undertaken, in line with provisions of the Companies Act, 2013, including amendments and replacements therefor.
• Approach and Direction:

  Social, Societal and Environmental Responsibility is essential to success and performance of UCAM. The Company’s CSR approach and direction (CSR) are based on three pillars: caring for people around, collaborating with stakeholders and controlling the Company’s impact on the environment.

• UCAM shall undertake CSR projects or programs falling in one or more of the following areas or subjects (as specified in Schedule VII of the Companies Act, 2013)
  1. promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;.
  2. rural development projects;
  3. measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;
  4. 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;
  5. disaster management, including relief, rehabilitation and reconstruction activities and
  6. any of the activities enumerated in Schedule VII read with Section 135 of the Companies Act, 2013.
• In undertaking any CSR activities, UCAM shall be guided by the following:
  1. Survey Report on the need assessment championed by the CSR Executive Team;
  2. assessment of Needs through stake-holder consultation
  3. Supplementing the Central/State Government Schemes;
  4. preference will be given to the local area and areas around its operations of UCAM;
  5. priority shall be accorded to the stakeholders located in the periphery of the operations of UCAM;
  6. In the selection or choice of CSR projects, the Company shall avoid taking up ad-hoc, one off, philanthropic activity, which does not contribute in any way to social value creation, environment protection or sustainable development;
  7. Generally, the employees of UCAM shall not be the direct beneficiaries of the activities undertaken.
• A two-tier structure, comprising of the Board and the CSR Executive Team (Whole-time Director, non-board executives namely head of Finance and HR) shall oversee the CSR agenda of the Company. The CSR Executive Team shall recommend to the Board, the activities to be undertaken by the Company. The power to approve CSR activities shall vest with the Board of Directors of UCAM. Any activity undertaken by the delegated Authority shall have to be ratified by the Board of Directors.

• The CSR, activities, projects or programs shall be implemented in any one or more of the following ways:-
  1. Directly by UCAM;
  2. a company registered under Section 8 of the Companies Act, 2013;
  3. 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;
  4. any other way of implementation provided under Rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.
  5. Some of the initiatives taken up by UCAM will facilitate the involvement of UCAM employees as volunteers in ongoing projects and events, giving them an opportunity to engage in socially meaningful activities, thus, enabling them to realize their full potential and role as socially responsible citizens (Employee Volunteer Programs). The initiatives undertaken may be communicated to the employees through specific awareness campaigns, so as to enable maximum participation.
  6. UCAM may also collaborate or pool resources with other companies to undertake CSR activities in such a manner that each companies are in a position to report separately on such CSR projects
• Monitoring process of Projects or Programs:

  Each of the CSR Projects and Programs will have clearly defined output, the progress of which will be reviewed, effectively monitored for execution of CSR Activities by the CSR Executive Team who shall submit reports on the same to UCAM Directors on half-yearly basis or as per schedules defined under various projects as appropriate

• UCAM defines and manages its CSR strategy via multi-year roadmaps. These CSR roadmaps are based on the priority, time-frame for completion and their measurement indicators.
• The annual roadmaps/action plan shall be in line with Rule 5(2) of the CSR Rules. Such Annual Action Plans shall reassert the Company’s commitment to the sustainable development of its activities while presenting significant progress and ambitions compared to the previous roadmaps.The annual tracking of indicators related to these priorities provides a measure of UCAM’s CSR performance.

• Committee Composition

  So long as the Company has any amount deposited in Unspent Corporate Social Responsibility Account as per sub-section (6) of Section 135 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Directors shall constitute and continue to have a Committee of Directors called, Corporate Social Responsibility Committee (CSR Committee). The CSR Committee of the Board shall be composed of two (2) Directors. So long as there is an Independent Director on the Board of Directors, the CSR Committee shall include one (1) independent director effectively within the time period prescribed under law. Members of the CSR Committee may be replaced by any other member of the Board. The Committee shall also co-opt on the CSR Committee two senior officers of UCAM as Executive Members.

• Committee Meetings

  The CSR Committee shall meet as often as its members deem necessary to perform the duties and responsibilities but not less than quarterly.

• Quorum for CSR Committee

  The quorum for the CSR Committee Meeting shall be 1/3 rd of its total strength, or 2 Members, whichever is higher.

• Secretary of CSR Committee

  One of the members of the committee shall act as Secretary of the CSR Committee.

Duties and Responsibilities of CSR Executive Team shall be as below

1. To formulate and recommend the CSR policy to the Board and to monitor the CSR policy of the company from time to time;
2. To recommend to the Board of Directors the amount that can be spent on identified projects / activiities;
3. To institute a transparent mechanism for implementation of the CSR projects and activities. Effectively monitor the execution of the CSR activities.
4. To prepare and recommend to the Board of Directors, an annual action plan in accordance with the Company’s CSR Policy

The Chief Financial Officer or the person responsible for financial management of UCAM shall give on annual basis certificate to the Board of Directors for noting purpose certifying that the funds disbursed for each of approved CSR project/activity/program have been utilized for the purpose.

Responsibilities of the Board of Directors of UCAM shall be as below

1. Approve the CSR Policy
2. Approve the CSR Expenditure on each project, activity or program after taking into consideration the recommendations made by the CSR Committee. While approving such expenditure, the Board of Directors should define and indicate the following namely a) timeline for completion of each project/activity/program and b) year-wise allocation on such each project/activity/program.
3. Ensure the CSR spending every financial year of at least 2% of average net profits made during immediately preceding 3 financial years, in pursuance with the Policy.
4. Ensure that CSR activities included in the CSR Policy are undertaken by UCAM and that such activities are related to the activities specified in Schedule VII of the Companies Act.
5. Monitor the implementation of the ongoing projects which with their timelines and monetary allocation;
6. Ensure disclosure of the contents of the CSR Policy on the website of UCAM .
7. To ensure that Annual Directors’ Report of UCAM shall include report on CSR activity undertaken during the year in the format and particulars specified in Annexure II to the Companies (Corporate Social Responsibility Policy) Rules, 2014.

• In every financial year, UCAM shall spend a minimum of 2% of its average Net Profits in the immediately preceding three (3) financial years. Average Net profits shall mean the net profits of the Company as per the Profit and Loss Statement prepared in accordance with the Companies Act, 2013; Net Profits shall exclude(a) profits arising from any overseas branch or branches of UCAM (whether operated as a separate company or otherwise); or (b) dividend received from other companies in India.
• If UCAM fails to spend the minimum sum as mentioned in paragraph 9.1 above, the Board of Directors shall, in its report made under clause (o) of sub-section (3) of section 134 of the Companies Act and shall specify the reasons for not spending the amount and, unless the unspent amount relates to any Ongoing Project referred to in paragraph 9.3 below, transfer such unspent amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year. However, if UCAM spends any amount in excess of the requirements provided in paragraph 9(1) above, UCAM may set off such excess amount against the requirement to spend such number of succeeding financial years and in such manner, as may be prescribed.
• For the purpose of paragraph 9.2 above, the term “Ongoing Project” has the meaning assigned in Rule 2(1)(i) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, namely an Ongoing Project is a multi-year project undertaken by UCAM in fulfillment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced, and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the board based on reasonable justification.
• CSR Expenditure shall mean all expenditure incurred in respect of specific projects/programs relating to the approved CSR activities.
• CSR Expenditure shall not include expenditure on an item not in conformity or not in line with activities which fall within the purview of the CSR activities listed in Schedule VII of the Companies Act, 2013. Similarly, activities undertaken by the Company in pursuance of normal course of business of the company shall not be considered as CSR program or project. Also any direct or indirect contribution to any political party shall not constitute CSR Expenditure.
• CSR Expenditure shall not include Projects or programs or activities undertaken outside India.
• The surplus arising out of the CSR activities or projects shall not form part of the business profit of UCAM .
• Contributions by other UCAM affiliates or employees may also be received and utilized in respect of the CSR activities undertaken.

• The Board of Director of UCAM shall ensure to open a special account annually in any scheduled bank to be called “the Unspent Corporate Social Responsibility Account” and transfer unspent CSR amount relating to ongoing projects within 30 days from the end of the financial year.
• However, if the unspent CSR amount is not relating to any ongoing project, then such amount shall be transferred to a fund specified in Schedule VII of the Companies Act, 2013 within a period of six months from expiry of the respective financial year.

UCAM shall display on its website the contents of its CSR Policy, Composition of the CSR Committee (if any), list of CSR Projects approved by the Board of Directors and other information as may be required to be displayed.

The Policy may be reviewed and amended from time to time.