IN KNOW TECH PRIVATE LIMITED (herein-after referred as ‘The Company’), is a Company incorporated under the Companies Act,                  2013 Vide CIN: U72900KA2001PTC029852 and having its registered office situated at Plot No. 110. J, Survey No.68, Electronic City              Phase I, Near Fire Station, Bangalore- 560100, Karnataka, India or at some other place as and when approved by the Board of                          Directors. The Company is engaged in providing Computer consultancy and computer facilities management activities. 

  2.DEFINITION

      “Administrative overheads” means the expenses incurred by the company for ‘general management and administration’ of Corporate           Social Responsibility functions in the company but shall not include the expenses directly incurred for the designing, implementation,           monitoring, and evaluation of a particular Corporate Social Responsibility project or programme.

      “CSR Policy” means a statement containing the approach and direction given by the board of a company, taking into account the                   recommendations of its CSR Committee, and includes guiding principles for selection, implementation and monitoring of activities as           well as formula-tion of the annual action plan.

     “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act.

     “Ongoing Project” means a multi-year project undertaken by a Company in fulfilment 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

   3.LEGAL FRAMEWORK

       As per Section 135 of the Companies Act, 2013 (herein after referred as ‘The Act’) read with the Companies (Corporate Social                         Responsibility Policy) Rules, 2014, including any amendment or re-enactment thereof, every company, having net worth of rupees                   500,00,00,000/- (Rupees five hundred crores) or more, or turnover of rupees 10,00,00,00,000/- (Rupees one thousand crores) or more           or a net profit of rupees 5,00,00,000/- (Rupees five crores) or more during the immediately preceding financial year shall constitute a             Corporate Social Responsibility Committee of the Board and shall ensure that the Company 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 towards the specified           CSR activities in pursuance of its Corporate Social Responsibility Policy.

        In line with the above requirements, the Company has framed and adopted this Corporate Social Responsibility (CSR) Policy and has            constituted a Corporate Social Responsibility Committee pursuant to Section 135(9) of the Companies Act, 2013.

   4. RECOGNISED ACTIVITIES FOR THE PURPOSE OF CSR

        CSR Policy relates to the activities to be undertaken by the Companies as specified in Schedule VII to the Act and the expenditure                  thereon, excluding activities undertaken in pursuance of normal course of business of the Company.

        Any one or more of the activities, as specified in Schedule VII of the Act that can be undertaken by the Company from time to time, as          may be decided by the Board of Directors to fulfil its CSR obligations are mentioned below:

• Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion of 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, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution 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; setting up public libraries; promotion and development of traditional art and handicrafts;

• 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;

• Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

• Contribution to the Prime Minister’s national relief fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women.

• Contribution to incubators funded by Central Government or State Government or any agency or Public Sector Undertaking of Central Government or State Government, and contributions to public funded Universities, Indian Institute of Technology (IITs), National Laboratories and Autonomous Bodies established under Department of Atomic Energy (DAE), Department of Bio- technology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense 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 conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).

• Rural development projects

• Slum area development.

         Explanation- For the purposes of this item, the term `slum area’ shall mean any area declared as such by the Central Government or               any State Government or any other competent authority under any law for the time being in force.

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

• Any other activities that is prescribed/ permissible from time to time in schedule VII of the Act.

 

• Activities undertaken in pursuance of normal course of business of the company;
• Any activity undertaken by the company outside India except for training of Indian sports personnel representing any State or Union territory at national level or India at international level;
• Contribution of any amount directly or indirectly to any political party under section 182 of the Act;
• Activities benefitting employees of the company as defined in clause (k) of section 2 of the Code on Wages, 2019 (29 of 2019);
• Activities supported by the companies on sponsorship basis for deriving marketing benefits for its products or services
• Activities carried out for fulfilment of any other statutory obligations under any law in force in India

   6. CORPORATE SOCIAL RESPONSIBILITY COMMITTE  

          The Company shall constitute a Corporate Social Responsibility Committee (hereinafter referred as “The CSR Committee”,) as per                  the provision of Section 135 as and when required pursuant to the Companies Act, 2013.

        6.1  RESPONSIBILITIES OF THE CSR COMMITTEE

• To formulate and recommend to the Board of Directors, CSR policy which shall indicate the activities to be undertaken by the                  Company as specified in Schedule VII of the Act.
• To review and recommend to the Board the amount of expenditure to be incurred on the activities to be undertaken by the                        Company.
• To monitor the CSR policy of the Company from time to time;
• To modify the CSR Policy from time to time in accordance with the provisions of the Act and the Rules
• Any other matter as the CSR committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

         If a Company is not required to constitute a Corporate Social Responsibility (CSR) Committee pursuant to Section 135(9) of the                           Companies Act, 2013, the responsibilities of CSR Committee shall be undertaken by the Board of Directors of the Company.

   7. MONITORING FRAMEWORK 

         The CSR Committee or the Board of Directors will;

•              Review the implementation of the CSR programs and the CSR audit reports periodically.
•              Review the implementation and monitoring mechanism appropriately.
•              Report to the Board appropriately.

         The CSR Committee will meet periodically, if required to discuss the progress of CSR activities and apprise the Board with the                          progress and action plan, from time to time.

         The Board shall be apprised of the implementation of the CSR activities, and the progress of the CSR activities should be monitored              on a regular basis. Further, the Company shall endeavor to implement, assess, document, monitor and report the impact of its CSR                activities, through its internal controls, monitoring and evaluation systems.

    7.1  REPORTING FRAMEWORK

           The Board shall prepare the annual report. The Report shall be made in a manner consistent with the Companies Act, 2013.

           The Board shall be responsible for providing a responsibility statement in the aforesaid annual report discussing the                                          implementation and monitoring of the CSR Policy and stating that it is in compliance with CSR objectives. The annual report shall                  be included in the Boards’ Report, in accordance with Section 134 of the Companies Act, 2013.

  8. STRUCTURE FOR CONDUCTING CSR

        The Board shall ensure that the CSR activities are undertaken by the company itself or through

1. a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company, or,
2. a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or

• any entity established under an Act of Parliament or a State legislature; or

• a company established under section 8 of the Act, or 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.

   

  9. OBLIGATION UNDER CSR ACTIVITIES

        The Company is required to spend at least 2% of the average Net Profit of immediately preceding three financial years on specified                CSR activities but shall not include the following, namely: –

• Any profit from any overseas branch or branches of the Company, whether operated as a separate Company or otherwise, and
• any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act;

        Provided that in case of a foreign company covered under these rules, net profit means the net profit of such company as per profit              and loss account prepared in terms of clause (a) of sub-section

        (1) of section 381, read with section 198 of the Act;

• Any surplus arising out of the CSR activities shall not form part of the business profit of a company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the company or transfer such surplus amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year;

• The Board of Directors of the Company shall mandatorily disclose the composition of the CSR Committee, and CSR Policy and Projects approved by the Board on their website, if any, for public access;

• The Board’s Report of a company pertaining to any financial year shall include an annual report on CSR containing particulars specified in Annexure I or Annexure II, as applicable;

• Transfer of unspent CSR amount – Until a fund is specified in Schedule VII for the purposes of subsection (5) and (6) of section 135 of the Act, the unspent CSR amount, if any, shall be transferred by the company to any fund included in schedule VII of the Act.”.

• If the average CSR Obligation exceeds ten crore rupees or more in pursuance of subsection (5) of section 135 of the Act, in the three immediately preceding financial years, the Company shall undertake impact assessment, through an independent agency, of their CSR projects having outlays of one crore rupees or more, and which have been completed not less than one year before undertaking the impact study.

• The Board of a company shall satisfy itself that the funds so disbursed have been utilised for the purposes and in the manner as approved by it and the Chief Financial Officer or the person responsible for financial management shall certify to that effect.

• Where a company spends an amount in excess of requirement provided under sub-section (5) of section 135 , such excess amount may be set off against the requirement to spend under sub- section (5) of section 135 up to immediate succeeding three financial years subject to the conditions that –
• the excess amount available for set off shall not include the surplus arising out of the CSR activities, if any, in pursuance of sub-rule (2) of this rule.
• the Board of the company shall pass a resolution to that effect.

      *Net profit means the net profit calculated in accordance with the provisions of section 198 of the Act

  10.ANNUAL ACTION PL

        The CSR Committee shall every year formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy:

1. the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
2. the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4;
3. the modalities of utilization of funds and implementation schedules for the projects or programmes;
4. monitoring and reporting mechanism for the projects or programmes; and

      Provided that Board may alter such plan at any time during the financial year, as per the recommendation of its CSR Committee based          on the reasonable justification to that effect.

  11.AMENDMENT AND EFFECTIVE DATE OF POLICY

         The CSR Committee or the Board is empowered to recommend amendments to the CSR policy and such changes shall be placed                  before the Board for its approval. The Board may, subject to compliance with the applicable law, at any time, approve or amend or                  modify the CSR Policy, as it deems fit to comply with the statutory obligation to undertake the CSR Activities.

           This policy will come into effect from the date of approval of the same by the Board of Directors of the Company.

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