PREAMBLE

Corporate Social Responsibility (“CSR”) is an integral part of Plumage Technology Private Limited’s (“Company”) commitment to sustainable and responsible business practices. CSR is closely linked with the principles of sustainability and ethical governance and reflects the Company’s responsibility towards social, environmental, and economic development.

The Company’s vision is to actively contribute to the social and economic development of the communities in which it operates. Through its CSR initiatives, the Company endeavors to enhance societal value, promote environmental sustainability, and support the welfare of communities, thereby ensuring inclusive and long-term development.

OBJECTIVES

The objectives of this CSR Policy is to:

• Lay down the guiding principles and framework for CSR initiatives of the Company in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“Rules”).

  
  

• Integrate CSR into the Company’s business processes for sustainable societal development; and

  
  

• Undertake CSR activities that create long-term value for society and the communities in which the Company operates.

DEFINITIONS

For the purposes of this Policy, references to the following shall be construed as:

• Act means the Companies Act 2013 and Rules made thereunder, as amended from time to time.

  
  

• Corporate Social Responsibility (CSR) means and includes but is not limited to (1) projects or programs relating to activities specified in Schedule VII to the Act; or (2) projects or programs relating to the activities approved by the Board in pursuance of the recommendations of the CSR Committee covering subjects enumerated in Schedule VII of the Act, including amendment thereto.

  
  

• CSR Entity means any entity eligible under the Act and / or the Rules that may be engaged by the Company for the purpose of undertaking CSR activities from time to time.

  
  

• Ongoing Project means a multi-year CSR project having timelines not exceeding three years excluding the financial year of commencement and includes projects whose duration is extended by the Board with reasonable justification.

  
  

• Rules means the Companies (Corporate Social Responsibility Policy) Rules 2014, as amended from time to time.

  
  

CSR GOVERNANCE

CSR Committee: In accordance with Section 135 of the Act, where the Company’s CSR obligation does not exceed ₹50 lakh, the constitution of a CSR Committee is not mandatory. Accordingly, references to the CSR Committee in this Policy shall be deemed to refer to the Board of Directors.

Role of Board of Directors: The Board shall:

• Approve, implement, and amend the CSR Policy from time to time.

  
  

• Approve and review the Annual Action Plan, including:

  • List of approved CSR projects / programmes.

  • Mode of execution.

  • Fund utilization and timelines.

  • Monitoring and reporting mechanisms; and

  • Impact assessment, if applicable.

  
  

• Approve CSR expenditure and ensure compliance with unspent CSR provisions.

  
  

• Monitor progress and implementation of CSR projects.

  
  

• Approve CSR disclosures in the Board’s Report; and

  
  

• Perform all other duties prescribed under Section 135 of the Act and Rules.

  
  

CSR ACTIVITIES

The Company has identified the following areas of interest (“Areas of Interest”) for undertaking its Corporate Social Responsibility (CSR) initiatives. CSR activities in these areas may be carried out either directly by the Company or through eligible implementing agencies, in accordance with the provisions of the Act and the Rules. The Areas of Interest include:

• Eradicating hunger, poverty and malnutrition, promoting preventive healthcare and sanitation, including contributions to the Swachh Bharat Kosh set up by the Central Government for promotion of sanitation, and making available safe drinking water.

  
  

• Promoting education, including special education and employment-enhancing vocational skills, especially among children, women, the elderly and persons with disabilities, and undertaking livelihood enhancement projects.

  
  

• Promoting gender equality and empowering women, including setting up homes and hostels for women and orphans; establishing old age homes, day care centres and other facilities for senior citizens; and undertaking measures to reduce inequalities faced by socially and economically backward groups.

  
  

• Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources, and maintenance of quality of soil, air and water, including contributions to the Clean Ganga Fund set up by the Central Government for rejuvenation of river Ganga.

  
  

• Protection of national heritage, art and culture, including restoration of buildings and sites of historical importance and works of art, establishment of public libraries, and promotion and development of traditional arts and handicrafts.

  
  

• Measures for the benefit of armed forces veterans, war widows and their dependents, including veterans of the Central Armed Police Forces (CAPF) and Central Paramilitary Forces (CPMF), and their dependents including widows.

  
  

• Training to promote sports, including rural sports, nationally recognised sports, Paralympic sports and Olympic sports.

  
  

• Contributions to funds set up by the Central Government, including the Prime Minister’s National Relief Fund, Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund), or any other fund established for socio-economic development and relief and welfare of the Scheduled Castes, Scheduled Tribes, other backward classes, minorities and women.

  
  

• Contributions to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertakings, or any agency of the Central Government or State Government.

  
  

• Contributions to publicly funded institutions, including universities, Indian Institutes of Technology (IITs), National Laboratories, and autonomous bodies established under:

  • Department of Atomic Energy (DAE),

  • Department of Biotechnology (DBT),

  • Department of Science and Technology (DST),

  • Department of Pharmaceuticals,

  • Ministry of AYUSH,

  • Ministry of Electronics and Information Technology, o Defence Research and Development Organisation (DRDO),

  • Indian Council of Agricultural Research (ICAR),

  • Indian Council of Medical Research (ICMR), and

  • Council of Scientific and Industrial Research (CSIR), engaged in research in science, technology, engineering and medicine aimed at promoting the Sustainable Development Goals (SDGs).

  
  

• Rural development projects.

  
  

• Slum area development.

  
  

• Disaster management, including relief, rehabilitation and reconstruction activities.

  
  

• Any other activities that fall within the scope of Schedule VII of the Companies Act, 2013, as amended from time to time, and are approved by the Board of Directors.

CSR BUDGET, EXPENDITURE, AND COMPLIANCE FRAMEWORK

• The Board of Directors shall take note of and record the amount of expenditure to be incurred by the Company on CSR activities. The basis for such determination shall be the average net profits of the Company and the percentage prescribed under Section 135 of the Act.

  
  

• The Annual CSR Budget shall be applied exclusively towards activities specified in the CSR Policy in accordance with Schedule VII of the Act and the Rules.

  
  

• The Board shall ensure that the administrative overheads incurred by the Company for CSR activities shall not exceed five percent (5%) of the total CSR expenditure of the Company for the relevant financial year.

  
  

• Any surplus arising out of CSR activities shall not form part of the business profits of the Company and shall be:

  • Ploughed back into the same CSR project; or

  • Transferred to the Unspent CSR Account and utilised in accordance with the CSR Policy and the Annual Action Plan of the Company; or

  • Transferred to a Fund specified in Schedule VII of the Act, within a period of six (6) months from the end of the financial year.

  
  

• Where the Company spends an amount more than its CSR obligation for a financial year, such excess amount may be set off against the CSR spending requirement under Section 135(5) of the Act for up to the immediately succeeding three financial years, subject to the following conditions:

  • The excess amount shall not include any surplus arising out of CSR activities; and

  • The Board of Directors shall pass a resolution approving such set-off.

  
  

• The CSR amount may be spent by the Company for the creation or acquisition of a capital asset, which shall be held by:

  • A Company established under Section 8 of the Act; or

  • A registered public trust or registered society having charitable objects and a valid CSR Registration Number under Rule 4(2) of the Rules; or

  • The beneficiaries of the CSR project, including self-help groups, collectives, entities, or a public authority.

  
  

• In the event the Company fails to spend the CSR amount required to be spent under Section 135 of the Act, the Board shall specify the reasons for such failure in the Board’s Report.

  
  

• Where the unspent CSR amount relates to an ongoing project, such amount shall be transferred within thirty (30) days from the end of the financial year to a separate bank account to be called the Unspent CSR Account, to be opened with a scheduled bank. The amount so transferred shall be spent by the Company in pursuance of its CSR obligations within a period of three (3) financial years from the date of such transfer, failing which the Company shall transfer the same to a Fund specified in Schedule VII of the Act within thirty (30) days from the date of completion of the third financial year.

  
  

• Where the unspent CSR amount does not relate to an ongoing project, such amount shall be transferred to a Fund specified in Schedule VII of the Act within a period of six (6) months from the end of the relevant financial year.

  
  

• Until a specific Fund is notified in Schedule VII for the purposes of sub-sections (5) and (6) of Section 135 of the Act, any unspent CSR amount shall be transferred by the Company to any Fund included in Schedule VII of the Act.

IMPLEMENTING & REPORTING OF CSR ACTIVITIES

• The Board of Directors shall ensure that the CSR activities are undertaken by the Company either directly or through one or more of the following eligible implementing agencies:

  • A Company established under Section 8 of the Act, or a registered public trust or a registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of Section 10, or registered under Section 12A and approved under Section 80G of the Income Tax Act, 1961, established by the Company either singly or along with any other Company; or

  • A Company established under Section 8 of the Act, or a registered trust or a registered society, established by the Central Government or any State Government; or

  • Any entity established under an Act of Parliament or a State Legislature (Explanation: “entity” means a statutory body constituted under an Act of Parliament or State Legislature to undertake activities covered under Schedule VII of the Act); or

  • A Company established under Section 8 of the Act, or a registered public trust or a registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of Section 10, or registered under Section 12A and approved under Section 80G of the Income Tax Act, 1961, and having an established track record of at least three (3) years in undertaking similar activities.

  
  

• The Board shall ensure that every implementing agency undertaking CSR activities on behalf of the Company is registered with the Ministry of Corporate Affairs and has complied with all requisite formalities, including obtaining a valid CSR Registration Number, and complies with applicable statutory and regulatory requirements for the time being in force.

  
  

• The Company may engage international organisations for the purposes of:

  • Designing CSR projects or programmes;

  • Monitoring and evaluation of CSR projects or programmes; and

  • Capacity building of the Company’s own personnel involved in CSR activities, in accordance with its CSR Policy and applicable Rules.

  
  

• The Company may collaborate with one or more other companies for undertaking CSR projects or programmes, provided that each participating company is able to separately report on such projects or programmes in accordance with the Rules, as amended from time to time.

• The Board of Directors shall satisfy itself that the funds disbursed for CSR activities have been utilised for the purposes and in the manner approved by it. The Chief Financial Officer or the person responsible for financial management shall certify to the Board on such utilisation.

• In the case of an ongoing project, the Board shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall be competent to make such modifications as may be necessary for smooth implementation of the project, within the overall permissible time period.

  
  

• The duration over which a CSR project or programme is implemented shall depend on its nature, scale, geographical coverage, and intended impact. As a guiding principle, the Company shall endeavour to undertake CSR projects in and around the areas adjoining its workplaces, manufacturing facilities, offices, or other operational locations.

  
  

• The CSR Policy and details of CSR projects approved by the Board shall be disclosed on the website of the Company in such manner as prescribed under the Act and the Rules, for public access and transparency.

  
  

REVIEW, MONITORING AND IMPACT ASSESSMENT

• The Board of Directors shall ensure that there are regular monitoring and reporting of the progress of CSR projects and programmes by the senior management of the Company and / or by the implementing agencies responsible for execution. In the case of an ongoing project, such monitoring shall be undertaken with reference to the approved timelines and year-wise allocation.

  
  

• The implementing agencies, including CSR entities, shall keep the Company promptly informed of any material information, event, or circumstance that may adversely affect their ability to implement the CSR project or programme in accordance with the approved plan. Where the CSR expenditure results in the creation or acquisition of a capital asset, the Company shall place before the Board confirmation of the entity holding such capital asset, in compliance with the applicable provisions of the Act and the Rules.

  
  

• The Company, through its representatives and/or through CSR entities, shall conduct periodic site visits or field visits to assess the progress and on-ground implementation of CSR projects and programmes.

  
  

• Where applicable, the Company shall undertake impact assessment of CSR projects by engaging an independent agency, either directly or through CSR entities, in accordance with the provisions of the Companies Act, 2013 and the Rules, as amended from time to time.

  
  

• The outcome of impact assessments, where undertaken, and the progress reports received from implementing agencies shall be considered by the Company while:

  • Evaluating the performance of implementing agencies; and

  • Finalising the Annual Action Plan for subsequent financial years, as applicable.

REPORTING AND DISCLOSURE

The CSR Policy and details of CSR projects approved by the Board of Directors shall be disclosed on the website of the Company for public access, in accordance with the provisions of the Act and the Rules, as amended from time to time.

AMENDMENT

Any amendment, modification, or revision to this CSR Policy shall be made only with the approval of the Board of Directors of the Company.

In the event of any amendment(s), clarification(s), notification(s), circular(s), or guideline(s) issued by the Central Government, the Ministry of Corporate Affairs, or any other applicable regulatory authority, which are inconsistent with or in addition to the provisions of this Policy, such amendment(s), clarification(s), notification(s), circular(s), or guideline(s) shall prevail, and this Policy shall stand amended to the extent required, with effect from the date specified therein, without requiring any further act by the Company.