CSR Policy

Gainwell Commosales Private Limited (hereinafter referred to as “the Company”), recognizes the impact it has on communities in which it operates and believes that it has a tremendous opportunity to change the lives of these communities and aims to be a trusted partner contributing to the socio-economic progress of India. As part of its dedicated approach to create economic opportunity and improve the well-being of the communities in which it operates, the Company endeavours to contribute its time, expertise and resources to help communities and undertake a series of initiatives that are locally relevant.

The Company’s CSR Policy framework details the organisation’s philosophy and mechanisms for undertaking various programmes in accordance with Section 135 of the Companies Act 2013 and in line with the provisions of the Companies (Corporate Social Responsibility Policy) Rules 2014 as amended from time to time (including the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021) and in accordance with the activities as enumerated in Schedule VII of the Companies Act 2013 for the benefit of the community.

The Company shall follow the following guiding principles for selection, implementation and monitoring of CSR Activities as well as formulation of the Annual Action Plan:

Our CSR Vision

Through sustainable initiatives in the areas of Health, Education and Skill Development, actively contribute to the socio-economic development of the community in which we operate ensuring participation from the community and thereby create value for the nation.

Our CSR Mission

Ensuring socio-economic development of the community through different participatory and need- based initiatives in the best interest of the poor and deprived sections of the society so as to help them to become SELF-RELIANT and build a better tomorrow for themselves.

Ensuring accessibility and quality of education for all, in particular for underprivileged children from disadvantaged and marginalized communities.

Promoting preventive health care and sanitation and making available safe drinking water.

Our CSR Vision and Mission are the guiding principles behind any selection of CSR activity(s) and project(s).

Focused Geographic Spread

The Company’s focus areas for developmental activities will be in urban as well as rural areas in the states in which the company operates.

The company may also support initiatives in other geographies, as approved by the CSR Committee of the Board, from time to time.

While we will ensure that all communities benefit from our CSR activities, we would focus on those groups that are socially and economically marginalized. These would also include women, girl children and scheduled castes and tribes.

CSR Implementation

• The Board of the Company shall allocate at least 2% of the average net profit (as required by Companies Act 2013) during the three immediately preceding financial years.
• The Company may collaborate or pool resources with other entities to undertake CSR activities.
• The Committee shall ensure that all the CSR Activities are implemented as per the approved Annual Action Plan, authorised by the Board.
• The Company shall consider administrative expenses that is directly associated with CSR projects, provided that, such costs shall not exceed the cap as prescribed under Applicable Laws.
• Any amount remaining unspent at the end of the financial year, if any, except in case of an ongoing project, shall be transferred to a Fund to be specified in Schedule VII for this purpose, within a period of six months of the expiry of the relevant financial year.
• In case the Company undertakes any ongoing project, any amount remaining unspent and earmarked for the ongoing project, shall be transferred within a period of thirty days from the end of the financial year to a special account to be opened for that financial year in any scheduled bank to be called the ‘Unspent Corporate Social Responsibility Account’, and such amount shall be spent within a period of three financial years from the date of such transfer, failing which, the unspent amount shall be transferred to the Fund to specified in Schedule VII for this purpose, within a period of thirty days from the date of completion of the third financial year.
• Any surplus arising out of CSR projects, programmes or activities shall not form part of the business profits of the Company and shall be utilized towards the eligible CSR Activities / addressed in accordance with Applicable Laws.
• In case the Company undertakes any CSR Activity through any Implementation Agency, such Implementation Agency shall satisfy the requirements prescribed under the Applicable Laws and shall be approved by the CSR Committee.

Annual Action Plan

The CSR Activities to be undertaken by the Company under the Policy shall be approved by way of Annual Action Plan by the Board on the recommendation of the CSR Committee.

The Annual Action Plan shall, inter alia, contain the following information with respect to the CSR Activity proposed to be undertaken by the Company:

• List of CSR Activities to be undertaken in the relevant financial year;
• Local area where the CSR Activities are to be undertaken;
• Manner of execution;
• Modalities of utilisation of funds;
• Implementation schedule;
• Monitoring and reporting mechanism; and
• Details of need and impact assessment, if any.

The Board on the recommendation of the CSR Committee, shall be the absolute authority to update, alter, modify, amend, withdraw and replace the Annual Action Plan for justified reasons.

The CSR Governance structure comprises of the Board of Directors of Gainwell, CSR Committee and Screening Committee.

The Board

The Board of Directors of the Company will:

• Approve the CSR Policy of the Company
• Ensure spend of 2% of profits as defined under the Act.
• Disclose the content of the CSR Policy in its report and place the Policy on the Company’s website as prescribed under Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014
• Ensure that the social programmes undertaken are aligned to the CSR Policy of the Company and are undertaken actively by the Company.
• Specify reasons in its report for not spending the earmarked amount in case the Company fails to spend such amount.
• Ensure that the administrative expenses as approved are directly associated with CSR projects, provided that, such costs shall not exceed the cap as prescribed under Applicable Laws.
• Ensure that any amount remaining unspent at the end of the financial year, if any, except in case of an ongoing project, is transferred to a Fund to be specified in Schedule VII for this purpose, within a period of six months of the expiry of the relevant financial year.
• Ensure that in case the Company undertakes any ongoing project, any amount remaining unspent and earmarked for the ongoing project, is transferred within a period of thirty days from the end of the financial year to a special account to be opened for that financial year in any scheduled bank to be called the ‘Unspent Corporate Social Responsibility Account’, and such amount be spent within a period of three financial years from the date of such transfer, failing which, the unspent amount be transferred to the Fund to specified in Schedule VII for this purpose, within a period of thirty days from the date of completion of the third financial year.
• Ensure that any surplus arising out of CSR projects, programmes or activities do not form part of the business profits of the Company and is utilized towards the eligible CSR Activities / addressed in accordance with Applicable Laws.

CSR Committee of the Board

The Board has formed the CSR Committee, comprising the following members, in accordance with the requirements of the Act.

• Ms. Meena Chaturvedi - Chairman
• Mr. Sunil Chaturvedi - Member
• Mr. Khalifa Al-Ghanim - Member

Responsibility of the CSR Committee

• Formulate and recommend the CSR Policy to the Board for approval.
• Monitor the Policy from time to time.
• Select and appoint implementation agencies for undertaking CSR programs.
• Recommend the Annual Action Plan to the Board for approval.
• Constitute transparent monitoring mechanism for ensuring implementation of the CSR programme.
• Allocate the programmes to the Screening Committee to implement the same.
• Monitoring the CSR activities and reviewing with the Screening Committee partners for effective implementation.
• Regular feedback, periodical review, and report to the Board from time to time.
• Any other activities to run the CSR programs of the company.

Screening Committee

Responsibilities of the Screening Committee:

• Identifying CSR projects in line with Schedule VII of the Company’s Act and the company’s CSR philosophy and strategy.
• Due diligence to identify implementation partners.
• Recommending projects and spends to the committee and the Board for approval.
• Monitoring and execution of the projects on the ground and regular interfacing and reviews with partners for effective implementation.
• Regular feedback, quarterly review, and report to CSR Committee.
• Any other activities to run the CSR programs of the company.

Delivery Mechanism

• CSR programme will be undertaken by the Company in identified areas. The Company will undertake need assessments as and when required.
• The time period/duration over which a particular programme will be spread, will depend on its nature, extent of coverage and the intended impact of the programme.
• The Company may enter into partnerships with the government, business partners and communities to create multiplier effect of its social programmes.
• The mode of implementation of CSR programmes will include a combination of direct implementation and / or through partners such as NGOs, Trusts, academic institutions, business associates, registered societies etc. The Company will select its partners after appropriate due diligence.
• The Company may use the services of internal teams, employee volunteers, expert agencies, consultancy firms etc. wherever required for carrying out base line surveys, guidance on programme design and implementation, impact assessment surveys etc.

Monitoring and Reporting Framework

At Board level:

• The Board shall review the status of implementation and fund utilization of the various projects and programmes as per approved Annual Action Plan at least once in a year.
• For the Board to satisfy itself that disbursed CSR funds have been utilized for its intended use, it can rely on the certificate issued by the GCFO. The certificate shall be additionally signed by the head / authorised representative of the Implementation Agency, if any.
• Annual report on CSR Activities shall be included in the Board’s Report forming part of Company’s Annual Report.
• Details of composition of the CSR Committee, the CSR policy, the CSR Committee charter and details of CSR Activities approved by the Board shall be available on the Company website at www.cipla.com.

At CSR Committee level:

• The CSR Committee will review the implementation of the CSR programs as per Annual Action Plan.
• Undertake reviews and CSR audits periodically and arrange to share in the Company the best practices.
• Review the implementation and monitoring mechanism appropriately.
• Report to the Board appropriately.

At the Screening Committee:

The Company has constituted a mechanism to monitor and report the progress of its CSR programmes. An accounting system has been established by the Company to ensure programme wise accounting of CSR spends. The Screening Committee will be responsible for monitoring and implementing the CSR programmes and will report the CSR performance to the CSR Committee.

This policy is effective from 1st April 2021 and may be amended by the Board as required from time to time.

For any clarification / query related to CSR policy of the company, please contact: Sarmistha Ghosh at sarmistha.ghosh@gainwellindia.com

Disclosure: The CSR Policy framework will be displayed on the website of the Company.

The Board will include in its Board report, a report on the CSR activities in the format specified under the Companies Act, 2013 and the Rules made thereunder from time to time.