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Corporate Social Responsibility (CSR) Policy

Introduction

Ferns N Petals Pvt Ltd ("Company" or "We") firmly believes that ‘giving back’ is one of the foundational principles of life and the communities/stakeholders that the Company has engaged/interacted with and continues to engage/interact with have been fundamental to its business and success. Each milestone achieved by the Company would not be possible without its communities/stakeholders.

1. CSR Policy Objective

The objective of this corporate social responsibility policy ("CSR Policy") is to specify the Company’s corporate social responsibility ("CSR") approach in accordance with the provisions of Section 135 of the Companies Act, 2013 ("Act"), as amended from time to time, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("Rules"), as amended from time to time.

Further to above objectives of CSR Policy are

  • • Strive for economic development that positively impacts the society at large with minimal resource footprint.
  • • Embrace responsibility for the Company’s actions and encourage a positive impact through its activities on hunger, poverty, malnutrition, environment, communities, stakeholders and the society
2. CSR Programmes And Projects

At the beginning of each financial year, the CSR Committee of the Board will prepare a list of CSR Projects/ Activities/Programmes which the Company proposes to undertake during the financial year as prescribed in Annexure A of the CSR Policy which activities are specified under Schedule VII of the Act, as amended from time to time, specifying the modalities of execution in the areas/sectors chosen with implementation schedules for approval of the Board. Any amendments to Schedule VII of Act shall deemed to be incorporated in Annexure A and the Company shall be entitled to undertake CSR activities in accordance thereto.

The CSR activities shall be undertaken in the territory of India.

3. Monitoring Of CSR Projects

The CSR Committee of the Board has devised a "transparent monitoring mechanism" for various CSR Projects / Programs / Activities undertaken by the Company including conduct of impact studies of CSR Projects / Programs on a periodic basis, through independent third party agencies as and when necessary. Simultaneously, it also obtains feedback from various beneficiaries of CSR Projects /Activities / Programmes undertaken by the Company to measure their benefits.

4. GOVERNANCE MECHANISM
4.1 Board of Directors

4.1.1 In accordance with the provisions of Section 135 of the Act, the Board of Directors ("Board") of the Company will be responsible for the following:

  • i. Constitution of a CSR Committee ("Committee"), if applicable, in accordance with the Act and the Rules and approval of the CSR policy after taking into account the recommendations made by the Committee;
  • ii. Ensuring that the Company spends, in every financial year, at least two (2) per cent. of the average net profits of the Company made during the three (3) immediately preceding financial years. The CSR activities of the Company shall not include any benefits which are exclusively for the employees of the Company or their family members;
  • iii. Disclose the contents of the CSR Policy in the Board’s Report and any other disclosures as mandated under Section 134 of the Act including disclosure for if the company fails to spend such amount, the Board shall, in its report made under specify the reasons for not spending the amount specified in sub-clause (ii) above;
  • iv. Approve the CSR action plan and budget as proposed by the Committee in accordance with Schedule VII of the Companies Act, 2013, subject to such alterations to such plan at any time during the financial year, as per the recommendation of the Committee, based on the reasonable justification to that effect; and
  • v. Ensure that the activities as are included in the CSR Policy of the Company are undertaken by the Company.
4.2 CSR Committee

4.2.1 The Committee shall have the following roles and responsibilities:

  • i. formulate and recommend to the Board, a corporate social responsibility policy which shall indicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII of the Act;
  • ii. review of the CSR Policy, from time to time;
  • iii. recommend the amount of expenditure to be incurred on the activities referred to in the CSR Policy;
  • iv. formulate an annual CSR action plan in pursuance of the CSR Policy which shall include:
    • a. the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
    • b. the manner of execution of such projects or programmes as specified in Clause 4 of the CSR Policy;
    • c. the modalities of utilisation of funds and implementation schedules for the projects or programmes;
    • d. monitoring and reporting mechanism for the projects or programmes; and
    • e. details of need and impact assessment, if any, for the projects undertaken by the Company

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

4.2.2 In the event that the Company is not required to constitute a Committee in terms of the Act, the roles and responsibilities stated in this Clause 4 may be discharged by the Board itself.

5 Implementation

5.1 The Board may undertake the implementation of its CSR obligations either through the Company itself or through any of the following entities ("Implementing Agency"):

  • 5.1.1 a company established under Section 8 of the Act, or a registered public trust or a registered society, registered under Section 12A and Section80 G of the Income Tax Act, 1961, established by the Company, either singly or along with any other company, or
  • 5.1.2 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
  • 5.1.3 any entity established under an act of the Parliament or a State legislature; or
  • 5.1.4 a company established under Section 8 of the Act, or a registered public trust or a registered society, registered under Section 12A and Section 80G of the Income Tax Act, 1961, and having an established track record of at least three (3) years in undertaking similar activities.

5.2 The Company may engage international organisations for designing, monitoring and evaluation of the CSR projects or programmes as per the CSR Policy as well as for capacity building of their own personnel for CSR.

5.3 The Company may also collaborate with other companies for undertaking projects or programmes or CSR activities in such a manner that the Committee of the Company and the CSR committees of respective companies are in a position to report separately on such projects or programmes in accordance with the Rules.

5.4 The Board 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 the effect.

6 CSR Reporting

The Board’s Report shall include an annual report on CSR containing particulars as per the prescribed format specified in the Rules.

7 Amendments To The Csr Policy

The Board on its own and/or as per the recommendations of the Committee can amend this CSR Policy, as and when deemed fit. Any or all provisions of this CSR Policy are subject to the applicable provisions of the Act and the Rules and any subsequent amendments thereof from time to time.

8 Compliance

8.1 The CSR Policy of the Company has been approved by the Board on 11th March 2021 for adoption as the Company’s CSR Policy.

8.2 The contents of this CSR Policy shall be appropriately disclosed in the Board’ Report in accordance with the requirements of the Act and the Rules.

8.3 In compliance with the requirements of the Act, it is confirmed that -

  • i. a copy of this CSR Policy will be placed on the Company’s website/internal portal, and
  • ii. any surplus arising out of the CSR projects, programmes or activities shall not form part of the business profit of the Company.
9 Effective Date

This policy is effective from 11th March 2021.