Introduction and Background
The Companies Act, 2013 (here in after referred to as “the Act”) under Section 135 has introduced the concept of Corporate Social Responsibility (CSR). It mandates qualifying companies to comply with the provisions of Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as the CSR Rules). The Section 135 of the Act and the CSR Rules are effective from 1 April 2014.
Meril Life Sciences Private Limited (the Company or Meril) is covered under the applicability criteria of Section 135 and hence require to comply the provisions of the Section 135 of the Act and CSR Rules made thereunder.
Accordingly the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) and based on the CSR Committee recommendation this policy has been formulated and adopted by the Board of Directors (Board) at its meeting held on 17 th June 2014. The terms, rules an d regulations mentioned in this policy are as per the Act and CSR Rules. The Board may, upon recommendation of CSR Committee, amend or modify this CSR Policy as and when necessary however changes should be in line with the spirit of the Act and CSR Rules.
Composition of the CSR Committee
- The CSR Committee of the Company consist of three Directors of the Company.
- The CSR Committee may delegate its responsibility to any senior or key managerial person as and when deemed fit.
- The Board shall have exclusive power to appoint / remove any member of the CSR Committee.
- The CSR Committee shall meet as and when required.
- Quorum for the CSR Committee meeting shall be two members.
- CSR Committee shall have full discretion to specify or modify the modalities of execution of CSR projects or programs and to determine implementation schedules.
- The composition of CSR Committee shall be disclosed in the Board’s report.
Meril will implement its CSR activities in accordance with Act and CSR Rules. The Company may undertake and /or initiate CSR activities as specified in the Schedule VII of the Act and CSR Rules through by the Company and/ or registered Trust / Company under Section 8 of the Companies Act, 2013. The Company shall undertake CSR activities as specified in the Schedule VII but the focus area of Meril shall be “Promotion of education” which is the one of the activity of the Schedule VII. For “Promotion of Education”, Company has decided to initiate its CSR activities through Maa Foundation, a registered charitable trust.
About Maa Foundation
Maa Foundation (here in after referred to as Maa or Trust) is a non profit organization (NGO) registered under the Bombay Public Trust Act, 1950 on 15th September 2005, having registration no.E-2033/Valsad. The Principal office of the trust is at Bilakhia House, Muktanand Marg, Chala, Vapi - 396191.
The main focus of the Trust is on Education. The Trust is founded with the mission of bringing about growth and prosperity in various strata’s of the society through education. The area of operation of Trust is whole of India in general and Gujarat state in particular. Trust aims at making Valsad district a role model in the field of education.
The Trust has three trustees and one Chief Executive Officer (CEO). The team of the Trust consists of more than 30 persons. The team of Maa is a good mix of young people from social, industry and business backgrounds (industry, computer programming, psychology, social work etc.) possessing degrees like B.E., MBA, M.Sc., B.Ed., MSW etc.
The CSR Committee in consultation of with MAA shall adopt full / part of one or more than one project of MAA for fulfilling CSR activities.
Monitoring of this CSR policy
It will be the responsibility of the CSR Committee to monitor periodically the implementation of the projects / programmes / activities under this CSR policy and to ensure compliance of the provisions related to CSR mentioned in the Act and the CSR Rules.
Role of Board of Directors of the Company
- Approving the CSR policy as formulated by the CSR Committee from time to time.
- To allocate 2% of the average Net Profit made by the Company during immediately preceding three Financial Years.
- Ensuring CSR reporting as per the Act and CSR Rules.
- To display contents of CSR policy on the Company’s web site.
- Surplus arising out of the CSR initiatives shall not form part of the business profits of the Company
Board of the Company is committed for its CSR activities. Board believe and act on an ethos of generosity and compassion, characterised by a willingness to build a society that works for everyone.