Etsystore Draft CSR Policy

CSR Policy (India) Etsystore Private Limited

CORPORATE SOCIAL RESPONSIBILITY POLICY

Etsystore Private Limited

Pursuant to Section 135 read with Schedule VII of the Companies Act 2013 and the Companies

(Corporate Social Responsibility Policy) Rules, 2014

CSR Policy (India) Etsystore Private Limited

TABLE OF CONTENTS

S.NO.

CONTENT

PAGE NO.

Purpose

Effective Date

Definitions

Functions of the Board

Focus areas of operation

4-5

Activities not qualified to be included under CSR

5-6

CSR Spending

Mode of Implementation

Capital Assets

10.

Amendment to the Policy

11.

Information Dissemination

CSR Policy (India) Etsystore Private Limited

1. Purpose

The Corporate Social Responsibility (“CSR”) Policy (“CSR Policy”) of Etsystore Private Limited (the

“Company”) has been formulated and approved by the Board of Directors on January 23, 2024.

This CSR Policy shall be reviewed annually and amended as necessary to ensure alignment with

extant law. In the event that expenditures in respect of the Company’s CSR activities will exceed

INR 50,00,000 in any fiscal year, a CSR committee comprising of at least two directors shall be

constituted by the Company.

The activities specified in this CSR Policy are to be carried out by the Company either individually or

in association with eligible Implementing Agencies registered with the Ministry of Corporate

Affairs. The CSR Policy is formulated in accordance with the provisions of section 135 of the

Companies Act, 2013 and rules made thereunder and other laws applicable to the Company.

2. Effective Date

This CSR Policy shall be effective from the beginning of the financial year 2023-24 (1 April 2023 to 31

March 2024).

3. Definitions

a. “Act” means the Companies Act, 2013.

b. “Administrative Overheads” means the expenses incurred by the Company for ‘general

management and administration’ of CSR functions in the Company but shall not include the

expenses directly incurred for designing, implementing, monitoring, and evaluating any

particular CSR project or program.

c. “Board of Directors” or “Board” means the collective body of the directors of the Company.

d. “Company” means Etsystore Private Limited.

e. “CSR Policy” means the CSR Policy of Etsystore Private Limited.

f. “CSR Rules” means the Companies (Corporate Social Responsibility Policy) Rules, 2014 as

amended from time to time.

g. “Annual Action Plan” means the annual action plan as prescribed under the CSR Rules, 2014.

h. “Net Profit” shall mean the Net Profit, calculated as per the Act and CSR Rules based on

which the specific percentage for CSR expenditure has to be calculated.

i. “Implementing Agency” means any entity registered with the Ministry of Corporate Affairs

and fulfilling the criteria specified in the CSR Rules for undertaking CSR projects, which is

engaged by the Company to implement various projects in accordance with this CSR Policy.

Any term used in this CSR Policy but not defined herein shall have the same meaning assigned to

CSR Policy (India) Etsystore Private Limited

the term under the Act and CSR Rules as applicable to the Company.

4. Functions of the Board

The Board shall have the following responsibilities under this CSR Policy:

a. To approve this CSR Policy and the activities to be undertaken by the Company in the areas

specified in Section 5 of this CSR Policy or otherwise permitted by Schedule VII to the Act;

b. To approve the amount of CSR spending to be allocated to the activities referred to in clause

(a);

c. To formulate, or approve an Annual Action Plan (if formulated by an Implementing Agency),

covering the following aspects of the CSR program:

i. the list of approved CSR projects or programs to be undertaken in areas or subjects

specified in Schedule VII to the Act;

ii. the manner of execution of such projects or programs as specified in rule 4(1) of CSR

Rules;

iii. the end-uses sought to be achieved by the CSR projects and deployment timelines or

milestones for the utilization of funds and implementation schedules for the CSR

projects or programs;

iv. the allocation of funds and implementation schedules for the projects or programs;

v. monitoring and reporting mechanism for the projects or programs; and

vi. details of need and impact assessment, if any, for the projects undertaken by the

Company;

d. The Board shall be empowered to alter the Annual Action Plan during the financial year,

based on reasonable causes necessitating such an alteration.

a. To monitor the implementation of this CSR Policy from time to time either by direct

oversight or via a third party contracted for monitoring of the CSR Policy; and

b. To recommend the approach and direction of CSR activities to be undertaken by the

Company, or on the Company’s behalf by an Implementing Agency, and also provide

guidance for the:

i. Selection of CSR projects, programs, and activities;

ii. Implementation of CSR projects, programs, and activities;

iii. Monitoring of CSR projects, programs, and activities; and

iv. Formulation of the Annual Action Plan.

5. Focus Areas of Operation

In accordance with the requirements under the Act, the Company’s CSR activities are

expected to focus on:

CSR Policy (India) Etsystore Private Limited

Rural Transformation

● Creating sustainable livelihood solutions, eradicating, poverty,

hunger and malnutrition;

● Sanitation including contribution to the Swach Bharat Kosh

set-up by the Central Government for the promotion of

sanitation and making available safe drinking water;

● Rural development projects; and

● Slum area development. For 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.

Education

● Access to quality education, training and skill enhancement;

● Promoting special education and employment enhancing

vocation skills especially among children, women, elderly, and

the differently abled and livelihood enhancement projects;

● Projects or activities that support the promotion and

upgrading of IT skills and knowledge; and

Environment

● Ensuring environmental sustainability, ecological balance,

protection of flora and fauna, animal welfare, agroforestry,

conservation of natural resources, and maintaining the quality

of soil, air, and water.

Disaster Response

● Disaster management, including relief, rehabilitation, and

reconstruction activities.

Medical and other Welfare

● Promoting gender equality, empowering women, setting up

homes and hostels for women and orphans; setting up old

age homes, daycare centers, and other facilities for senior

citizens, and measures for reducing inequalities faced by

socially and economically backward groups; and

● Providing medical relief and rehabilitation to communities

who either don’t have access to quality health care or cannot

afford it.

The Company shall, to the extent practicable, give preference to the local area and areas around it where it

operates, for carrying out CSR activities.

6. Activities not qualified to be included under CSR

There are certain activities which do not qualify to be covered under CSR Activities. These include:

a. Activities which are exclusively for the benefit of employees of the Company or their family

members;

b. Activities undertaken in pursuance of normal course of business of the Company;

c. Direct or indirect contribution to political parties;

CSR Policy (India) Etsystore Private Limited

d. Expenditure on item(s) not in conformity with Schedule VII of the Companies Act 2013;

e. One-off events such as marathons, awards, charitable contribution, advertisement,

sponsorships of TV program, etc;

f. Expenses incurred by companies for the fulfillment of any act or statute of regulations (such

as Labour Laws, Land Acquisition Act, etc.);

g. Sponsorship activities for deriving marketing benefits for products or services; and

h. Activities undertaken outside India, except for training of Indian sports personnel

representing any State or Union Territory at national level or India at international level.

7. CSR Spending

Unless otherwise permitted by applicable law, the Company shall earmark not less than 2% of the

average Net Profits of the Company during the three immediately preceding financial years for the

purpose of CSR activities.

The Board shall ensure that the Administrative Overheads shall not exceed 5% percent of the total

CSR expenditure of the Company for the financial year.

Any income or surplus arising out of the CSR activities, projects or programs shall not form part of

the business profit of the Company and the same shall be reinvested back for use in CSR activities as

set out in the CSR Rules.

All the expenditure relating to CSR shall be pre-approved by the Board. A person responsible for

financial management of the Company shall monitor the utilization of funds for the purposes set

forth and certify to this effect.

Unspent CSR amount, if any, shall be transferred to a separate bank account in accordance with the

applicable CSR Rules from time to time.

If it is observed that any CSR Activity taken up for implementation is not properly implemented, the

Board shall discontinue funding the project at any time during the course of implementation and use

such funds for any other project.

8. Mode of implementation

Unless otherwise approved by the Board, CSR programs, projects or activities of the Company shall

be implemented through Implementing Agencies.

9. Capital Assets

Capital assets acquired or created by CSR projects should be held by the beneficiaries of such CSR

projects, or a trust or public authority for the benefit of all. The Company should take appropriate

measures to ensure that such assets are utilized for the purpose they were meant for and not be

transferred or disposed of without prior permission of the Company.

CSR Policy (India) Etsystore Private Limited

10. Amendment to the Policy

The Board can amend this CSR Policy at any time. Any or all provisions of the CSR Policy are also

subject to revision or amendment as may be required to comply with the CSR Rules or other

applicable laws.

The Company reserves the right to modify, cancel, add, or amend this CSR Policy in accordance

with the Companies Act, 2013.

11. Information Dissemination

The CSR Policy and an overview of activities undertaken as a part of the CSR initiatives of the

Company shall be disseminated for public access and shall be published in the directors’ report of the

Company in the format prescribed under the Act and CSR Rules.