POLICY ON CORPORATE SOCIAL RESPONSIBILITY

PREAMBLE

Corporate Social Responsibility (CSR) is the Company’s commitment to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

FarEye Technologies Private Limited (formerly known as “Robotic Wares Private Limited”) (herein after known as the “Company”) is committed for sustainable development and having broad perspective to support by way of contribution to the Social, Economic and Environmental Development of the Community inclusive their growth. 

The purpose of this Policy is to establish guidelines for granting and monitoring of contribution and sponsorship with regards to CSR. One of the key factors of a company’s success depends on the community welfare in which we live and work. It is a business approach that contributes to sustainable development by delivering economic, social, and environmental benefits for all stakeholders. 

APPLICABILITY

In compliance with the provisions of section 135 of the Companies Act, 2013 (“Act”) including Schedule VII thereof, and Companies (Corporate Social Responsibility Policy) Rules, 2014 (“Rules”), (as amended from time to time), the Company shall undertake its CSR activities, projects, programmes in a manner compliant with the Act and the Rules (“Projects”).

This Policy shall be applicable to all Projects undertaken by the Company in India in accordance with the provisions of the Act, Schedule VII and the Rules made thereunder, as amended from time to time. 

The terms/words used but not defined in this Policy shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act and/or Rules.

DISCHARGE OF DUTIES & FUNCTIONS

All the duties/ functions relating to CSR activities/projects, as the case may be, shall be discharged by the Board of Directors of the Company, where the amount required to be spent by a Company on CSR project does not exceed Rupees Fifty Lakhs in accordance with the Act and Rules.

However, as the corpus of contribution exceeds Rupees Fifty Lakhs towards CSR project, the requirement for constitution of the CSR Committee shall be mandatory and accordingly, the duties/functions relating to CSR, in such case, shall be delegated to/ discharged by the CSR Committee of the Company.

The Board/ CSR Committee shall cater the following for performing their duties/functions in relation to CSR:

  • Formulating CSR Policy in accordance with the provisions of the Act and make necessary recommendation, if any, the same to the appropriate authority of the Company for their approval;
  • Approve to undertake CSR activities and reporting of the same;
  • Recommending the budget and amount of expenditure to be incurred CSR Projects;
  • Preparation of an Annual CSR Action Plan; 
  • Establish a transparent monitoring mechanism;
  • Monitoring the CSR Policy of the Company from time to time;
  • Any other activities / functions, as may be assigned by the Board.

CSR ACTIVITIES/ PROJECT

The CSR activities or projects proposed to be undertaken by the Company shall be identified/ categorized/ evaluated in areas or subjects, as specified in Schedule VII of Act, as amended from time to time. The CSR activities may include- 

  1. Eradication of Hunger, poverty and Malnutrition; 
  2. Promoting Education; 
  3. Promoting gender equality ; 
  4. Protection of national heritage, art and culture; 
  5. Destitute care and rehabilitation; 
  6. Training to promote rural sports; 
  7. Contribution to the Prime Minister’s national relief fund; 
  8. Rural development projects; and 
  9. Any other activities in areas or subject, specified in Schedule VII of Act, amended from time to time.

CSR EXPENDITURE, ALLOCATION AND DISBURSEMENT OF FUNDS

1. The CSR Committee, if any shall recommend the Annual Action Plan and the amount of expenditure to be incurred pursuant to this Policy, for the consideration and approval of the Board.

2. The Board shall strive to spend, in every financial year, at least two percent of the average net profits made during the 3 (three) immediately preceding financial years in compliance with the provisions of the Act as amended from time to time and in pursuance of this Policy.

For this purpose, “net profit” and “average net profit” shall be calculated in accordance with the Act.

3. The Board shall ensure that:

  1.  The administrative overheads shall not exceed five percent of the total CSR expenditure of the Company for the financial year.
  2. Any surplus arising out of the CSR activities shall not form part of the business profit of the Company and shall be ploughed back into the same project c
  3. Where the Company spends an amount in excess of its CSR obligations, such excess amount may be set off against the requirement to spend on the future CSR obligations up to immediate succeeding 3 (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.
    • the Board of the Company shall pass a resolution to that effect.
  4. The CSR amount may be spent by the Company for the creation or acquisition of a capital asset in accordance with the provisions of the Act.
  5. In the event the Company fails to spend up to a minimum of 2% (two percent) of the average net profits of the 3 (three) immediately preceding financial years or such sum as may be prescribed or any part thereof on Projects, reasons for not spending such amount shall be disclosed in the Board’s Report and unless the unspent amount relates to any Ongoing Project, the Company shall transfer such unspent amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year.

4. If any amount remains unspent, pursuant to any Ongoing Project, shall be transferred by the Company within a period of 30 (thirty days) from the end of the financial year to a special account to be opened by the Company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account, and such amount shall be spent by the Company in pursuance of its obligation towards the Corporate Social Responsibility within a period of three financial years from the date of such transfer, failing which, the Company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.

IMPLEMENTATION

The implementation of the CSR Projects may be done by one or more of the following means:

1. the Company may take up the Projects on its own;

2. the Company may collaborate with other companies including its holding, subsidiary, and associate companies for undertaking Projects in a manner such that the CSR Committee, if any of the Company as well as the committees of such other companies are in a position to report separately on such Projects.

3. the Board/ CSR Committee may decide to undertake Projects, through:

  1. 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, established by the Company, either singly or along with any other company; or
  2. 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
  3. any entity established under an Act of Parliament or a State legislature; or
  4. 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.

CSR PROJECT EXECUTION

If required, an adequate document/agreement/ memorandum of understanding (MOU), as the case may be, shall be executed by the Company with selected association, societies, agencies, non-profit organizations or entities for the purposes of implementation of the CSR Projects. The conditions for contribution, but not limited to, the terms regarding scope, deliverables, criteria, timelines, measurement plan, governance, the break-up of allocations and monitoring methodology shall be set out in such documents/ agreements/ MOU and evaluated from time to time.

GENERAL

The Board reserves the right to modify or amend this Policy from time to time based on the changing needs and aspirations of the target beneficiaries, or as deemed necessary by the Board, on the recommendations of the CSR Committee, if any.

The decision of the Board on all matters relating to this Policy shall be final and binding upon all concerned. This Policy is subject to continuous review and updates as may be required from time to time.

Note: This policy was adopted by the Board of Directors of the Company at its meeting held on January 31, 2024