Corporate social responsibility

1. INTRODUCTION

1.1. At SINOSTEEL INDIA PRIVATE LIMITED, we are committed to vision of creating a more inclusive India. We never lose sight of our responsibility to the environment and society. Our commitments towards Corporate Social Responsibility include but not limited to, promotion of education and healthcare, energy and climate change, and betterment of the society through respect for universal human rights and the environment, acting with integrity and accountability and operating responsibly and sustainably.

2. OBJECTIVE & SCOPE

2.2.1. The main objective of the CSR Policy is to lay down guidelines for SINOSTEEL INDIA PRIVATE LIMITED (hereinafter referred to as ‘the Company’) to make CSR as one of the key focus areas to adhere to SINOSTEEL INDIA PRIVATE LIMITED’s interest in environment and society that focuses on making a positive contribution to society through effective impact and sustainable development programs.

2.2.2. This Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in line with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out in India only and includes strategy that defines plans for future CSR activities.

2.2. Scope & Coverage:

2.2.1. The CSR activities of the Company shall include, but not limited to any or all of the sectors/activities as may be prescribed by Schedule VII of the Companies Act, 2013 amended from time to time. Further, the Company will review the sectors/activities from time to time and make additions/ deletions/ clarifications to the above sectors/activities.

3. CSR COMMITTEE

3.1. Constitution

3.2.1. Pursuant to the provisions of Section 135(9) of the Act, the Board of Directors, in case when the amount to be spent as CSR in terms of Section 135(5) :-

i) exceeds Rs. 50,00,000/- (Rupees Fifty Lakhs Only), then the Board shall constitute a Corporate Social Responsibility (CSR) Committee comprising of :-

(a) Minimum 3 (Three) Directors; OR

(b) In case of the Board of the Company has 2 members only, then 2 (Two) Directors only

ii) does not exceed Rs. 50,00,000/- (Rupees Fifty Lakhs Only), then the Board shall itself discharge all the functions and exercise all the powers of the CSR committee as provided for under the Act and this CSR policy as amended from time to time and there shall be no requirement to constitute the CSR Committee in such case.

3.2.2. Pursuant to the provisions of Section 135(9) of the Act, the Board of Directors, in case when the amount to be spent as CSR in terms of Section 135(5) exceeds Rs. 50,00,000/- (Rupees Fifty Lakhs Only), then the Board shall constitute a Corporate Social Responsibility (CSR) Committee comprising of :-

3.2. Functions and Powers & Meetings of the Committee (applicable whenCSR committee is required to be constituted)

5.1.1. To effectively implement the objectives of the Company with respect to CSR, the Committee / Board (where CSR committee is not required to be created)is vested with the following functions and powers:

i) Formulate CSR Policy and recommend the same to the Board of Directors of the Company for approval.

ii) Recommend CSR activities as stated under Schedule VII of the Act.

iii) Recommend the CSR Budget.

iv) Approve to undertake CSR activities either by itself and / or through any of the following mode:-

(a) Any entity established under an act of Parliament or State Legislature;

(b) A Section 8 Company, Registered Public Charitable Trust or a Registered Society, registered under Section 80G and Section 12A of the Income Tax Act, 1961,
formed by the Company singly or in collaboration with any other company; or
which has an established track record of at least three in undertaking similar activities for which the CSR is being done through the entity;
(c) A Section 8 Company, Registered Public Charitable Trust or a Registered Society, established by the Central or State Government.
v) Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules.
vi) Create transparent monitoring mechanism for implementation of CSR initiatives.
vii) Submit the Reports to the Board in respect of the CSR activities undertaken by the Company.
viii) Review and recommend updations in the CSR Policy from time to time.
ix) Authorize executives of the Company to attend the CSR Committee Meetings, if necessary
5.1.2. For smooth functioning of the Committee, the members shall meet as below to discuss such matters and to take such decisions as may be necessary:
i) The CSR Committee shall hold a minimum number of two meetings in a year.
ii) The members of the Committee may mutually agree amongst themselves regarding time and venue for the said meetings and shall ensure that the committee complies with the provisions of (Secretarial Standards - 1) SS-1 as issued by the Institute of Company Secretaries of India and amended till date.
iii) The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio-visual means as may be convenient.

4. CSR SPEND

4.1. The company when meets criteria as specified inSection 135(1), shall allocate a minimum of such percentage as specified in Section 135(5), of its annual net profits (calculated as per explanation to Section 135(5) read with 198 read Rule 2(1)(h) of the CSR Rules, 2014 as amended till date)of the three immediately preceding financial years to be spent on CSR Activities that fall under the categories specified under Schedule VII of the Act.
4.2. In case such minimum percentage as specified in Section 135(5) is not spent in a financial year, reasons for the same to be needs to be specified in the Director’s Report.
4.3. Any surplus generated out of CSR activities not to be added to the normal business profits of the Company.

5. CSR INITIATIVES

5.1. Pursuant to Schedule VII of the Act and the CSR Rules, the Company shall undertake CSR activities included in its Annual CSR Plan, as recommended by the CSR Committee at the beginning of each year. The Committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during a financial year.

5.2. Annual CSR Plan

5.2.1. The Annual CSR Plan is a yearly plan of CSR activities that would be placed before the Board of Directors of the Company based on recommendation of its CSR Committee which outlines inter alia the following aspects of CSR initiatives of the Company:
• Project Proposals;
• Targeted Beneficiaries and their key needs
• Alignment with Schedule VII
• Project Goals and milestones
• Activities and Timelines including expected closure dates
• CSR Budget with projections
• Monitoring mechanism
• Progress reporting and frequency of reports
• Risks and mitigation strategies
• Any other information as may be required by the CSR Committee

5.3. Focus Areas of Engagement

5.4. Other Areas

To undertake other need-based initiatives in compliance with Schedule VII of the Companies.

6. REPORTING & PUBLICATION OF CSR POLICY

6.1. The contents of the CSR Policy shall be included in the Directors’ Report and the same shall be displayed on the Company’s website, if any.

7. MONITORING MECHANISM

7.1. An Internal Working and Monitoring Team comprising of persons approved by the CSR committee will be set up to ensure effective implementation and monitoring of the projects approved by the CSR Committee from time to time.
7.2. Reporting by Internal Working and Monitoring Team
7.2.1. The Internal Working and Monitoring Team will report / give feedback to the CSR Committee for all CSR projects undertaken.
7.2.2. The internal working and monitoring team shall submit reports to the CSR Committee of the Company at periodical intervals on the progress of the various projects approved by the Committee and entrusted to the team for implementation and monitoring.

8. REVISION / AMENDMENT OF THIS POLICY

Further, the Board of Directors may revise/ amend this CSR Policy based on the recommendations of the CSR committee or to bring the same in conformity with the provisions of the Act, Rules, Circulars andclarifications issued thereunder.